CONSENT SOLICITATION BY THE BOARD OF DIRECTORS
OF
GB PROPERTY FUNDING CORP.
11% First Mortgage Notes due 2005
(CUSIP 36149XAA1)
CONSENT FORM
for Consent
Pursuant to the Consent Solicitation Statement
Dated September 14, 2001
NOTEHOLDERS WHO WISH TO CONSENT, NOT
CONSENT OR ABSTAIN SHOULD
COMPLETE AND EXECUTE THIS
FORM AND SEND IT TO THE
AGENT AT:
Hand Delivery US Mail or Overnight Courier
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Wells Fargo Bank Minnesota, N. A. Wells Fargo Bank Minnesota, N. A.
Corporate Trust Corporate Trust
12th Floor - Northstar East Building N9303-120
608 2nd Avenue South Sixth & Marquette
Minneapolis, Minnesota 55402 Minneapolis, Minnesota 55479
Attention: Ms. Jane Schweiger
Telephone: (612) 667-2344
Facsimile: (612) 667-9825
The Solicitation is being made by the Board of Directors of GB Property
Funding Corp., a Delaware corporation (the "Company") to solicit consents from
the Noteholders of the Company's 11% First Mortgage Notes due 2005 (the "Notes")
as described in the accompanying Consent Solicitation Statement (the "Consent
Solicitation Statement"). All capitalized terms used and not defined in this
Consent Form have the respective meanings assigned to them in the Consent
Solicitation Statement.
CONSENT FORMS SHOULD NOT BE DELIVERED TO ANY PERSON OTHER THAN THE
AGENT AT THE ADDRESS SET FORTH ABOVE. UNDER NO CIRCUMSTANCE SHOULD ANY PERSON
DELIVER ANY NOTES WITH THEIR CONSENT FORMS OR OTHERWISE.
Any beneficial owner of Notes who is not the registered holder as of
the Record Date but who desires to furnish a Consent in accordance with the
terms and subject to the conditions described in the accompanying Consent
Solicitation Statement must follow the procedures set forth in the Consent
Solicitation Statement. See "The Solicitation". The Consent Fee will be paid
only to Noteholders provided that a Consent Fee will be paid, in accordance with
directions received by the Company or the Agent from DTC, to DTC participants
that properly complete the "Special Payment Instructions" included in this
Consent Form.
If any holder submits this Consent Form without indicating a vote
(consenting, not consenting or abstaining) with respect to the proposed
Amendments, such submission will be deemed to constitute a consent in favor of
the proposed Amendments and the execution of the Proposed Amended Indenture
substantially in the form of Annex B to the Consent Solicitation Statement, with
such additions and deletions as shall be appropriate to carry out the intent of
or are consistent with the Amendments, or do not vary the substance of the
Proposed Amended Indenture and shall otherwise have the same effect as if a
consent had been granted.
Under no circumstances will the Company pay any Consent Fee to any
person who delivers this Consent Form with the "Do Not Consent" or "Abstain" box
marked hereon with respect to the Amendments unless, on or prior to the
Expiration Date, such person delivers a subsequently dated Consent Form marked
to indicate a vote for the proposed Amendments and does not properly revoke such
consent.
The Company will not be required to pay the Consent Fee unless and
until the applicable conditions are satisfied. See "The Solicitation -
Conditions". If the Company, Holdings, GBHC and the Trustee execute and deliver
the Proposed Amended Indenture, the proposed Amendments will be binding upon all
holders of Notes, whether or not such holders have delivered Consents. If this
Consent Form is validly delivered, properly completed and timely furnished (in
the manner described in the accompanying Consent Solicitation Statement), this
Consent Form (and the votes cast hereby in respect of the proposed Amendments)
will be counted notwithstanding any transfer of the Notes to which this Consent
Form relates, unless the procedure for revoking this Consent Form described in
the Consent Solicitation Statement is complied with.
CONSENT
BY GRANTING CONSENT, A NOTEHOLDER IS AND SHALL BE DEEMED TO BE CONSENTING TO (I)
ALL OF THE MODIFICATIONS TO THE ORIGINAL INDENTURE THAT ARE REFLECTED IN ANNEX A
AND (II) THE ENTRY BY THE COMPANY, HOLDINGS, GBHC AND THE TRUSTEE INTO THE
PROPOSED AMENDED INDENTURE SUBSTANTIALLY IN THE FORM OF ANNEX B, WITH SUCH
ADDITIONS AND DELETIONS AS SHALL BE APPROPRIATE TO CARRY OUT THE INTENT OF OR
ARE CONSISTENT WITH THE AMENDMENTS, OR DO NOT VARY THE SUBSTANCE OF THE PROPOSED
AMENDED INDENTURE. IN ADDITION, THE UNDERSIGNED AGREES AND ACKNOWLEDGES THAT BY
GRANTING CONSENT, THE UNDERSIGNED INTENDS TO AND HEREBY DOES ACKNOWLEDGE
APPROVAL OF THE AMENDMENTS AND THE PROPOSED AMENDED INDENTURE, THE EXECUTION AND
DELIVERY THEREOF, THE CONSENT FEE, THE ADOPTION AND IMPLEMENTATION THEREOF AND
ALL RELATED MATTERS AND WAIVES AND RELEASES ANY OBJECTIONS, CLAIMS AND CAUSES OF
ACTION IN RESPECT THEREOF OR RELATED THERETO AGAINST ANY OF THE COMPANY,
HOLDINGS, GBHC AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, ATTORNEYS, ADVISORS,
DIRECTORS AND AFFILIATES.
By execution hereof, the undersigned acknowledges that the undersigned
has received and fully reviewed and understands the Consent Solicitation
Statement, Annex A, B and C thereto, this Consent Form and all other information
deemed necessary to make an informed decision with respect to the Solicitation
and the furnishing of this Consent Form. The undersigned hereby represents and
warrants that the undersigned is a holder of the Notes indicated below and has
full power and authority to take the action indicated in this Consent Form in
respect of such Notes. The undersigned will, upon request, execute and deliver
any additional documents deemed by the Company to be necessary or desirable to
perfect the undersigned's consent.
The undersigned acknowledges that compliance with the provisions of
this Consent Form, and completion of the information required herein, are
prerequisites to valid consent to the adoption of the proposed Amendments.
The undersigned further acknowledges that, if adopted, the Amendments
would amend the Original Indenture in the manner reflected in Annex A to the
Consent Solicitation Statement and that following execution, the indenture
governing the Notes would be substantially as set forth in Annex B to the
Consent Solicitation Statement, with such additions and deletions as shall be
appropriate to carry out the intent of or are consistent with the Amendments, or
do not vary the substance of the Proposed Amended Indenture.
Please vote by marking the appropriate box below. If you wish to
consent to the Amendments and the execution by the Company, Holdings, GBHC and
the Trustee of the Proposed Amended Indenture substantially in the form of Annex
B to the Consent Solicitation Statement, with such additions and deletions as
shall be appropriate to carry out the intent of or are consistent with the
Amendments, or do not vary the substance of the Proposed Amended Indenture, mark
the box under the word "Consents". If you do not consent to the Amendments, mark
the box under the words "Does Not Consent". If you desire to abstain from taking
any action with respect to the Amendments, mark the box under the word
"Abstains". The undersigned acknowledges that Consents delivered pursuant to any
one of the procedures described under the heading "The Solicitation - Consent
Procedures" in the accompanying Consent Solicitation Statement and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Company upon the terms and subject to the conditions of the Consent
Solicitation Statement and this document. The undersigned further understands
that (i) if no box is checked but this Consent form is executed, dated and
delivered to the Agent, the undersigned will be deemed to have consented to the
Amendments with such additions and deletions as shall be appropriate to carry
out the intent of or are consistent with the Amendments, or do not vary the
substance of the Proposed Amended Indenture and all other matters set forth
herein, and (ii) if either the "DO NOT CONSENT" or "ABSTAIN" box below is
checked, the undersigned will be deemed not to have consented to the Amendments
and will not be entitled to receive any Consent Fee unless, on or prior to the
Expiration Date, such person delivers a subsequently dated Consent Form marked
to indicate a vote FOR the Amendments and does not properly revoke such consent.
THE UNDERSIGNED HEREBY:
CONSENTS DOES NOT CONSENT ABSTAINS
| | | | | |
Unless otherwise specified in the table below, this Consent Form
relates to (i) the aggregate principal amount of Notes held of record by the
undersigned at the close of business on the Record Date, (ii) if the undersigned
is not a Noteholder and this Consent Form relates to Notes in respect of which
the undersigned is acting pursuant to an irrevocable proxy furnished by the
Noteholder, the total principal amount of securities to which such irrevocable
proxy relates, or (iii) if the undersigned is a participant of The Depository
Trust Company or its nominee ("DTC") and is acting pursuant to a proxy or
instructions from DTC, the total principal amount of securities in respect of
which it is a DTC participant. If this Consent Form relates to less than the
total principal amount of Notes so registered in the name of the undersigned or
to which such a proxy relates, the undersigned has listed on the table below the
serial numbers and principal amount of Notes for which this Consent Form is
furnished. If the space provided below is inadequate, please list the
certificate numbers and principal amounts on a separate signed schedule and
affix the list to this Consent Form.
DESCRIPTION OF NOTES AS TO WHICH THIS CONSENT FORM RELATES
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Name(s) and Address(es) of Certificate Number(s)* Aggregate Principal Amount Principal Amount with
Noteholder(s) of Certificate(s)** Respect to which this
Consent Form Relates**
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* Need not be completed by persons whose Notes are held of record by
depositories.
** Unless otherwise indicated in the column labeled "Principal Amount with
Respect to which this Consent Form Relates," the person executing this Consent
Form will be deemed to have taken the action indicated above in respect of (i)
if such person is the Noteholder, the total principal amount of Notes registered
in the name of such Noteholder as of the Record Date and (ii) if such person is
not a Noteholder and is executing this Consent Form pursuant to a proxy given by
a Noteholder and delivered with this Consent Form, the total principal amount of
Notes to which such proxy relates.
SPECIAL PAYMENT INSTRUCTIONS
FOR PARTICIPANTS OF THE DEPOSITORY TRUST COMPANY
OR ITS NOMINEE ONLY
The Company will pay the Consent Fee to qualifying DTC participants
that provide the following information in accordance with the directions
received by the Company or the Agent from DTC:
Name of DTC Participant __________________________________________
Address for Delivery of Payment __________________________________________
(Include Zip Code)
DTC Participant Number: __________________________________________
IMPORTANT - READ CAREFULLY
This Consent Form, to be effective, must be executed by the
Noteholder(s) of the Notes to which this Consent Form relates in the same manner
as the name of the Noteholder(s) appears on such Notes or by a participant of
DTC properly authorized to do so by DTC. If such Notes are held of record as of
the Record Date by two or more Noteholders, all such Noteholders must sign this
Consent Form (or such irrevocable proxy). If such Notes are registered in
different names as of the Record Date, separate Consent Forms must be executed
covering each form of registration. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and must submit proper evidence satisfactory to the
Company of such person's authority to so act. Signatures on this Consent Form
must be proved by a notary public, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof.
SIGN HERE
...................... Name(s): ________________________
...................... _________________________
Signature(s) of Holder(s)
or DTC participant (Please Print)
Dated:..........., 2001
Capacity:......................
Address:.......................
...............................
(Include Zip Code)
Tax Identification or
Social Security No.........................
REMEMBER TO COMPLETE AND SIGN THE
FOLLOWING IMPORTANT TAX FORM
FOR INDIVIDUALS:
STATE OF )
) ss.
COUNTY OF )
Before me, a Notary Public in and for said County and State, personally appeared
_________________ who acknowledged before me that he, she or they signed the
foregoing document on the date set forth below.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this __ day of
__________, 2001.
....................................
Notary Public
My Commission expires
FOR ENTITIES:
STATE OF )
) ss.
COUNTY OF )
Before me, a Notary Public in and for said County and State, personally
appeared _________________, the ________________ of _____________________
(title) (name of entity)
who acknowledged before me that he or she signed the foregoing document on the
date set forth below.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this __ day of
__________, 2001.
....................................
Notary Public
My Commission expires
IMPORTANT TAX INFORMATION
THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH BELOW IS INCLUDED FOR
GENERAL INFORMATION ONLY. EACH HOLDER IS URGED TO CONSULT HIS, HER OR ITS OWN
PROFESSIONAL TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO SUCH
HOLDER (INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL STATE, LOCAL AND
OTHER TAX LAWS) OF THE CONSENTS PURSUANT TO THE SOLICITATION, CERTAIN HOLDERS
(INCLUDING INSURANCE COMPANIES, TAX-EXEMPT ORGANIZATIONS, FINANCIAL
INSTITUTIONS, DEALERS IN SECURITIES AND FOREIGN PERSONS OR ENTITIES) MAY BE
SUBJECT TO SPECIAL RULES NOT DISCUSSED BELOW. THE DISCUSSION DOES NOT CONSIDER
THE EFFECT OF ANY APPLICABLE FOREIGN, STATE, LOCAL OR OTHER TAX LAWS.
Substitute Form W-9
Under the Federal income tax laws, the Company may be required to
withhold 30.5% of the amount of any payment made to certain holders pursuant to
the Solicitation. In order to avoid such backup withholding, each holder must
provide the correct taxpayer identification number ("TIN") by completing the
Substitute Form W-9 set forth below. In general, if a holder is an individual,
the TIN is the Social Security number of such individual. If the correct TIN is
not provided, the holder may be subject to a $50 penalty imposed by the Internal
Revenue Service. Certain holders (including, among others, all corporations) are
not subject to these backup withholding and reporting requirements. These
holders should enter the correct TIN in Part I of the Substitute Form W-9. If
the holder does not have a TIN, but has applied for a TIN, the holder should
check the box in Part II of the Substitute Form W-9. Finally, the holder should
sign under the Certification in Part III. If the holder checks the box in Part
II, the holder must provide a TIN within sixty (60) days of signing the
Substitute Form W-9, otherwise 30.5% of all reportable payments made thereafter
to the holder will be withheld until a TIN is provided. For further information
regarding backup withholding and instructions for completing the Substitute Form
W-9 (including how to obtain a TIN if you do not have one and how to complete
the Substitute Form W-9 if Notes are held in more than one name), consult the
Guidelines for Certification of Taxpayer Identification Number.
Consequences of Failure to File Substitute Form W-9
Failure to complete Substitute Form W-9 may require the Company to
withhold 30.5% of the amount of any Consent Fees made pursuant to the
Solicitation. Backup withholding is not an additional Federal income tax.
Rather, the U.S. Federal income tax liability of a person subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, the holder may claim a refund from the
Internal Revenue Service.
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Payer:______________________________
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---------------------------------
SUBSTITUTE Part I Taxpayer Identification Part II
Form W-9 No. - For All Accounts Awaiting
TIN |_|
Department of the Treasury Enter your taxpayer identification ________________________
Internal Revenue Service number in the appropriate box. Social Security Number
For most individuals and sole
Payer's Request for proprietors, this is your OR
Taxpayer Identification No. Social Security Number. For other
entities, it is your ________________________
Employer Identification Number. Employer Identification
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Part III - CERTIFICATION: Under penalties of perjury, I certify by executing the
Consent Form to which this substitute W-9 is attached that:
(1) The number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me);
(2) I am not subject to backup withholding either because (a) I am exempt from
backup withholding; or (b) I have not been notified by the Internal Revenue
Service ("IRS") that I am subject to backup withholding as a result of a failure
to report all interest or dividends, or (C) the IRS has notified me that I am no
longer subject to backup withholding; and
(3) I am a U.S. person (including a U.S. Alien).
You must cross out item (2) above if you have been notified by the IRS that you
are currently subject to backup withholding because of under reporting interest
or dividends on your tax return and you have not received a notice from the IRS
advising you that backup withholding has terminated.
Signature:_____________________________ Date:________________________, 2001
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 30.5% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE
SOLICITATION. PLEASE REVIEW THE "GUIDELINES" FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER" FOR ADDITIONAL DETAILS.