Exhibit 10.2



 


EXHIBIT 10.2



GORDON & SILVER, LTD.

GERALD M. GORDON, ESQ.

Nevada Bar No. 229

WILLIAM M. NOALL, ESQ.

Nevada Bar No. 3549

THOMAS H. FELL, ESQ.

Nevada Bar No. 3717

3960 Howard Hughes Pkwy, 9th Fl.

Las Vegas, Nevada 89109

Telephone (702) 796-5555

Facsimile (702) 369-2666

Attorneys for Debtors



UNITED STATES BANKRUPTCY COURT

DISTRICT OF NEVADA



In re

FITZGERALDS GAMING

CORPORATION, a Nevada corporation,



Debtor.




	 	 
	oAffects this Debtor	
/
	
	 
	x Affects all Debtors.

	
/
	o Affects FITZGERALDS SOUTH, INC.,

a Nevada corporation,

	 

/
	o Affects FITZGERALDS RENO, INC.,

a Nevada corporation,

	 

/
	o Affects FITZGERALDS INCORPORATED,

a Nevada corporation,


	 

/
	o Affects FITZGERALDS LAS VEGAS, INC.,

a Nevada corporation,

	 

/
	o Affects FITZGERALDS MISSISSIPPI, INC.,

a Mississippi corporation,

	
 

/
	o Affects FITZGERALDS BLACK HAWK,

INC., a Nevada corporation,

	
 

/
	o Affects FITZGERALDS BLACK HAWK II, INC.,
 a
Colorado corporation,

	
 

/
	o Affects 101 MAIN STREET LIMITED LIABILITY

COMPANY, a Colorado limited

liability company,


	 

         

/
	o Affects FITZGERALDS FREMONT EXPERIENCE

CORPORATION,

a Nevada corporation,


	 

         

/



Case No. BK-N-00-33467-GWZ
Chapter 11

Joint Administration With:





BK-N-00-33468 (Fitzgeralds South, Inc.)

BK-N-00-33469 (Fitzgeralds Reno, Inc.)

BK-N-00-33470 (Fitzgeralds, Inc.)

BK-N-00-33471 (Fitzgeralds Las Vegas, Inc.)

BK-N-00-33472 (Fitzgeralds Mississippi, Inc.)

BK-N-00-33473 (Fitzgeralds Black Hawk, Inc.)

BK-N-00-33474 (Fitzgeralds Black Hawk II, Inc.)

BK-N-00-33475 (101 Main Street LLC)

BK-N-00-33476 (Fitzgeralds Fremont Experience Corp.)



DEBTORS’

SECOND AMENDED

PLAN OF REORGANIZATION



Date: April 21, 2003

Time: 1:00 p.m.



 






 



TABLE OF CONTENTS




	 	 	 	 	 	 	 	 
	1. DEFINITIONS, RULES OF INTERPRETATION AND COMPUTATION OF TIME
	 	 	1	 
	 	1.1.Definitions
	 	 	1	 
	 	 	 	1.1.1.Administrative Claim
	 	 	1	 
	 	 	 	1.1.2.Administrative Claim Bar Date
	 	 	2	 
	 	 	 	1.1.3.Affiliate
	 	 	2	 
	 	 	 	1.1.4.Allowed Claim
	 	 	2	 
	 	 	 	1.1.5.Avoidance Actions
	 	 	2	 
	 	 	 	1.1.6.Ballot
	 	 	2	 
	 	 	 	1.1.7.Bankruptcy Code
	 	 	2	 
	 	 	 	1.1.8.Bankruptcy Court
	 	 	2	 
	 	 	 	1.1.9.Bankruptcy Rules
	 	 	2	 
	 	 	 	1.1.10.Bar Date
	 	 	2	 
	 	 	 	1.1.11.Business Day
	 	 	2	 
	 	 	 	1.1.12.Cash
	 	 	3	 
	 	 	 	1.1.13.Cash Collateral Order
	 	 	3	 
	 	 	 	1.1.14.Cash Collateral Stipulation
	 	 	3	 
	 	 	 	1.1.15.Cash Incentive Claims
	 	 	3	 
	 	 	 	1.1.16.Chapter 11 Cases
	 	 	3	 
	 	 	 	1.1.17.Claim
	 	 	3	 
	 	 	 	1.1.18.Class
	 	 	3	 
	 	 	 	1.1.19.Compensation Motion
	 	 	3	 
	 	 	 	1.1.20.Collateral Value Percentage
	 	 	3	 
	 	 	 	1.1.21.Commitment Agreement
	 	 	3	 
	 	 	 	1.1.22.Compensation Order
	 	 	3	 
	 	 	 	1.1.23.Confirmation
	 	 	3	 
	 	 	 	1.1.24.Confirmation Date
	 	 	3	 
	 	 	 	1.1.25.Confirmation Hearing
	 	 	4	 
	 	 	 	1.1.26.Confirmation Order
	 	 	4	 
	 	 	 	1.1.27.Consenting Noteholders
	 	 	4	 
	 	 	 	1.1.28.Contingent Claim
	 	 	4	 
	 	 	 	1.1.29.Creditor
	 	 	4	 
	 	 	 	1.1.30.Cure
	 	 	4	 
	 	 	 	1.1.31.Debt Instrument
	 	 	4	 
	 	 	 	1.1.32.Debtors
	 	 	4	 
	 	 	 	1.1.33.Debtor Subsidiaries
	 	 	4	 
	 	 	 	1.1.34.Disbursing Agent
	 	 	4	 
	 	 	 	1.1.35.Disclosure Statement
	 	 	4	 
	 	 	 	1.1.36.Disputed Claim
	 	 	4	 
	 	 	 	1.1.37.Distributable Cash
	 	 	5	 
	 	 	 	1.1.38.Distribution Date
	 	 	5	 
	 	 	 	1.1.39.Distribution Record Date
	 	 	5	 
	 	 	 	1.1.40.Effective Date
	 	 	5	 
	 	 	 	1.1.41.Equity Security
	 	 	5	 
	 	 	 	1.1.42.Estates
	 	 	5	 



i






 




	 	 	 	 	 	 	 	 
	 	 	 	1.1.43.Executive
	 	 	5	 
	 	 	 	1.1.44.FAMI
	 	 	5	 
	 	 	 	1.1.45.FBHI
	 	 	5	 
	 	 	 	1.1.46.FBHII
	 	 	5	 
	 	 	 	1.1.47.FFEC
	 	 	6	 
	 	 	 	1.1.48.FGC
	 	 	6	 
	 	 	 	1.1.49.FGC Board of Directors
	 	 	6	 
	 	 	 	1.1.50.FGC Equity Security
	 	 	6	 
	 	 	 	1.1.51.FI
	 	 	6	 
	 	 	 	1.1.52.FLVI
	 	 	6	 
	 	 	 	1.1.53.FMC
	 	 	6	 
	 	 	 	1.1.54.FMI
	 	 	6	 
	 	 	 	1.1.55.FRI
	 	 	6	 
	 	 	 	1.1.56.FRI Board of Directors
	 	 	6	 
	 	 	 	1.1.57.FSI
	 	 	6	 
	 	 	 	1.1.58.FSI Warrants
	 	 	6	 
	 	 	 	1.1.59.FLI
	 	 	6	 
	 	 	 	1.1.60.Federal Judgment Rate
	 	 	6	 
	 	 	 	1.1.61.Final Order
	 	 	7	 
	 	 	 	1.1.62.Fitzgeralds Black Hawk
	 	 	7	 
	 	 	 	1.1.63.Fitzgeralds Las Vegas
	 	 	7	 
	 	 	 	1.1.64.Fitzgeralds Reno
	 	 	7	 
	 	 	 	1.1.65.Fitzgeralds Tunica
	 	 	7	 
	 	 	 	1.1.66.Gaming Authorities
	 	 	7	 
	 	 	 	1.1.67.General Unsecured Claim
	 	 	7	 
	 	 	 	1.1.68.Governmental Or Regulatory Authority
	 	 	7	 
	 	 	 	1.1.69.Indenture
	 	 	7	 
	 	 	 	1.1.70.Indenture Trustee
	 	 	7	 
	 	 	 	1.1.71.Indenture Trustee Professional Fees and Costs Payments
	 	 	7	 
	 	 	 	1.1.72.Informal Committee
	 	 	8	 
	 	 	 	1.1.73.Informal Committee Professionals
	 	 	8	 
	 	 	 	1.1.74.Informal Committee Professionals Fees and Costs Payments
	 	 	8	 
	 	 	 	1.1.75.Intercompany Claims
	 	 	8	 
	 	 	 	1.1.76.IRS
	 	 	8	 
	 	 	 	1.1.77.Lien
	 	 	8	 
	 	 	 	1.1.78.Liquidation Date
	 	 	8	 
	 	 	 	1.1.79.Litigation Claims
	 	 	8	 
	 	 	 	1.1.80.Majestic Agreement
	 	 	8	 
	 	 	 	1.1.81.Majestic Investor
	 	 	8	 
	 	 	 	1.1.82.NCI
	 	 	8	 
	 	 	 	1.1.83.NRS Chapter 92A
	 	 	8	 
	 	 	 	1.1.84.Net Distributable Cash
	 	 	9	 
	 	 	 	1.1.85.Nevada Secretary
	 	 	9	 
	 	 	 	1.1.86.New Common Stock
	 	 	9	 
	 	 	 	1.1.87.New FGC
	 	 	9	 
	 	 	 	1.1.88.Non-Debtor Affiliates
	 	 	9	 
	 	 	 	1.1.89.Noteholder Deficiency Claims
	 	 	9	 
	 	 	 	1.1.90.Noteholders
	 	 	9	 



ii






 




	 	 	 	 	 	 	 	 
	 	 	 	1.1.91.Notes
	 	 	9	 
	 	 	 	1.1.92.Notes Security Documents
	 	 	9	 
	 	 	 	1.1.93.Old FGC Common Stock
	 	 	9	 
	 	 	 	1.1.94.Old FGC Preferred Stock
	 	 	9	 
	 	 	 	1.1.95.101 Main
	 	 	9	 
	 	 	 	1.1.96.101 Main Managing Member
	 	 	9	 
	 	 	 	1.1.97.Operating Companies
	 	 	10	 
	 	 	 	1.1.98.Operating Pleadings
	 	 	10	 
	 	 	 	1.1.99.Person
	 	 	10	 
	 	 	 	1.1.100.Petition Date
	 	 	10	 
	 	 	 	1.1.101.Plan
	 	 	10	 
	 	 	 	1.1.102.Plan Distribution Cash
	 	 	10	 
	 	 	 	1.1.103.Plan Supplement
	 	 	10	 
	 	 	 	1.1.104.Post-Petition Date Cash Distribution
	 	 	10	 
	 	 	 	1.1.105.Pre-Petition Date Excess Cash Distribution
	 	 	10	 
	 	 	 	1.1.106.Preserved Ordinary Course Administrative Claim
	 	 	10	 
	 	 	 	1.1.107.Priority Benefit Plan Contribution Claim
	 	 	10	 
	 	 	 	1.1.108.Priority Customer Deposits Claim
	 	 	11	 
	 	 	 	1.1.109.Priority Tax Claim
	 	 	11	 
	 	 	 	1.1.110.Priority Wage Claim
	 	 	11	 
	 	 	 	1.1.111.Pro Rata
	 	 	11	 
	 	 	 	1.1.112.Professional Fees
	 	 	11	 
	 	 	 	1.1.113.Protocol Motion
	 	 	11	 
	 	 	 	1.1.114.Protocol Order
	 	 	11	 
	 	 	 	1.1.115.Reinstated or Reinstatement
	 	 	11	 
	 	 	 	1.1.116.Reorganized Debtor(s)
	 	 	12	 
	 	 	 	1.1.117.Reorganized FGC
	 	 	12	 
	 	 	 	1.1.118.Reorganized FGC Articles
	 	 	12	 
	 	 	 	1.1.119.Reorganized FGC By-Laws
	 	 	12	 
	 	 	 	1.1.120.Reorganized FLI
	 	 	12	 
	 	 	 	1.1.121.Reorganized FRI
	 	 	12	 
	 	 	 	1.1.122.Reorganized FRI Articles
	 	 	12	 
	 	 	 	1.1.123.Reorganized FRI By-Laws
	 	 	12	 
	 	 	 	1.1.124.Reserve Amount
	 	 	12	 
	 	 	 	1.1.125.Residual Assets
	 	 	12	 
	 	 	 	1.1.126.Restructuring Agreement
	 	 	12	 
	 	 	 	1.1.127.Retention Payment
	 	 	12	 
	 	 	 	1.1.128.Risk Management Contracts
	 	 	12	 
	 	 	 	1.1.129.Schedules
	 	 	13	 
	 	 	 	1.1.130.SEC
	 	 	13	 
	 	 	 	1.1.131.Secured Claim
	 	 	13	 
	 	 	 	1.1.132.Secured Tax Claims
	 	 	13	 
	 	 	 	1.1.133.Securities Act
	 	 	13	 
	 	 	 	1.1.134.Senior Management
	 	 	13	 
	 	 	 	1.1.135.Senior Management Incentive Program
	 	 	13	 
	 	 	 	1.1.136.Statutory Committee
	 	 	13	 
	 	 	 	1.1.137.Subordinated Claim
	 	 	13	 
	 	 	 	1.1.138.Subsidiaries
	 	 	14	 



iii






 




	 	 	 	 	 	 	 	 
	 	 	 	1.1.139.Subsidiaries Board of Directors
	 	 	14	 
	 	 	 	1.1.140.Subsidiary Equity Interest
	 	 	14	 
	 	 	 	1.1.141.Subsidiary Guarantees
	 	 	14	 
	 	 	 	1.1.142.Tail Liability
	 	 	14	 
	 	 	 	1.1.143.363 Motion
	 	 	14	 
	 	 	 	1.1.144.363 Order
	 	 	14	 
	 	 	 	1.1.145.Taxes
	 	 	14	 
	 	 	 	1.1.146.Voting Record Date
	 	 	14	 
	 	 	1.2.Computation of Time
	 	 	14	 
	 	 	1.3.Rules of Interpretation
	 	 	14	 
	2. TREATMENT OF UNCLASSIFIED CLAIMS
	 	 	15	 
	 	 	2.1.General
	 	 	15	 
	 	 	2.2.Treatment of Administrative Claims
	 	 	15	 
	 	 	 	2.2.1.Generally
	 	 	15	 
	 	 	 	2.2.2.Requests for Payment
	 	 	15	 
	 	 	 	2.2.3.Allowed Preserved Ordinary Course Administrative Claims
	 	 	15	 
	 	 	2.3.Executive Incentive Claims
	 	 	16	 
	 	 	 	2.3.1.Retention and Severance
	 	 	16	 
	 	 	 	2.3.2.Cash Distribution Incentive
	 	 	16	 
	 	 	2.4.Allowed Priority Tax Claims
	 	 	16	 
	3. DESIGNATION OF CLASSES OF CLAIMS AND EQUITY INTERESTS
	 	 	16	 
	 	 	3.1.Summary of Classification
	 	 	16	 
	 	 	3.2.Specific Classification
	 	 	18	 
	 	 	 	3.2.1.Class 1: Priority Wage Claims
	 	 	18	 
	 	 	 	3.2.2.Class 2: Priority Benefit Plan Contribution Claims
	 	 	18	 
	 	 	 	3.2.3.Class 3: Priority Customer Deposit Claims
	 	 	18	 
	 	 	 	3.2.4.Class 4: Secured Tax Claims
	 	 	18	 
	 	 	 	3.2.5.Class 5: Miscellaneous Secured Claims
	 	 	18	 
	 	 	 	3.2.6.Class 6: Noteholder Secured Claims
	 	 	18	 
	 	 	 	3.2.7.Class 7: Convenience Class Claims
	 	 	18	 
	 	 	 	3.2.8.Class 8: General Unsecured Claims
	 	 	18	 
	 	 	 	3.2.9.Class 9: Noteholder Deficiency Claims
	 	 	18	 
	 	 	 	3.2.10.Class 10: Intercompany Claims
	 	 	18	 
	 	 	 	3.2.11.Class 11: Subsidiary Equity Securities
	 	 	19	 
	 	 	 	3.2.12.Class 12: Old FGC Preferred Stock
	 	 	19	 
	 	 	 	3.2.13.Class 13: FSI Warrant Claims
	 	 	19	 
	 	 	 	3.2.14.Class 14: Old FGC Common Stock
	 	 	19	 
	4. DESIGNATION OF AND PROVISIONS FOR TREATMENT OF CLASSES OF CLAIMS NOT IMPAIRED BY THIS PLAN
	 	 	19	 
	 	 	4.1.Class 1 - Priority Wage Claims
	 	 	19	 
	 	 	4.2.Class 2 - Priority Benefit Plan Contribution Claims
	 	 	19	 
	 	 	4.3.Class 3 - Priority Customer Deposit Claims
	 	 	19	 
	 	 	4.4.Class 4 - Secured Tax Claims
	 	 	19	 
	 	 	4.5.Class 5 - Miscellaneous Secured Claims
	 	 	20	 



iv






 




	 	 	 	 	 	 	 	 
	 	 	4.6.Class 7 – Convenience Class Claims
	 	 	20	 
	 	 	4.7.Interest
	 	 	20	 
	5. DESIGNATION OF AND PROVISIONS FOR TREATMENT OF CLASSES OF CLAIMS AND EQUITY SECURITIES
IMPAIRED BY THIS PLAN
	 	 	20	 
	 	 	5.1.Class 6 – Noteholder Secured Claims
	 	 	20	 
	 	 	 	5.1.1.Distributions
	 	 	20	 
	 	 	 	5.1.2.Cash Option for Bondholders
	 	 	21	 
	 	 	5.2.Class 8 – General Unsecured Claims
	 	 	21	 
	 	 	5.3.Class 9 – Noteholder Deficiency Claims
	 	 	21	 
	 	 	 	5.3.1.Distributions
	 	 	21	 
	 	 	 	5.3.2.Cash Option for Bondholders
	 	 	21	 
	 	 	5.4.Class 10 – Intercompany Claims
	 	 	21	 
	 	 	5.5.Class 11 – Subsidiary Equity Interests
	 	 	21	 
	 	 	5.6.Class 12 – Old FGC Preferred Stock
	 	 	21	 
	 	 	5.7.Class 13 – FSI Warrant Claims
	 	 	21	 
	 	 	5.8.Class 14 – Old FGC Common Stock
	 	 	21	 
	6. MEANS FOR IMPLEMENTATION OF PLAN
	 	 	21	 
	 	 	6.1.Plan Implementation Steps Occurring on Effective Date
	 	 	21	 
	 	 	 	6.1.1.Mergers to Simplify Corporate Structure
	 	 	22	 
	 	 	 	6.1.2.Mergers to Convert New Corporations to Delaware Corporations
	 	 	22	 
	 	 	 	6.1.3.New Common Stock
	 	 	22	 
	 	 	 	6.1.4.Reorganized FGC
	 	 	22	 
	 	 	 	6.1.5.Reorganized FRI
	 	 	22	 
	 	 	 	6.1.6.Reorganized FLI
	 	 	23	 
	 	 	 	6.1.7.Plan Distribution Cash
	 	 	23	 
	 	 	 	6.1.8.Senior Management
	 	 	23	 
	 	 	 	6.1.9.Distributions
	 	 	23	 
	 	 	6.2.Determination of Plan Distribution Cash
	 	 	23	 
	 	 	6.3.Notice of Effectiveness
	 	 	23	 
	 	 	6.4.No Corporate Action Required
	 	 	23	 
	 	 	6.5.Directors and Officers
	 	 	24	 
	 	 	6.6.Informal Committee
	 	 	24	 
	 	 	6.7.Duties of Indenture Trustee
	 	 	24	 
	7. EXECUTORY CONTRACTS AND UNEXPIRED LEASES
	 	 	24	 
	 	 	7.1.Executory Contracts
	 	 	24	 
	 	 	7.2.Approval of Assumption or Rejection
	 	 	25	 
	 	 	7.3.Cure of Defaults
	 	 	25	 
	 	 	7.4.Post-Petition Date Contracts and Leases
	 	 	25	 
	 	 	7.5.Restructuring Agreement
	 	 	25	 
	 	 	7.6.Bar Date
	 	 	25	 
	 	 	7.7.Indemnification Obligations
	 	 	26	 
	8. MANNER OF DISTRIBUTION OF PROPERTY UNDER THIS PLAN
	 	 	26	 
	 	 	8.1.Surrender of Securities or Debt Instruments
	 	 	26	 



v






 




	 	 	 	 	 	 	 	 
	 	 	8.2.Distribution Record Date
	 	 	26	 
	 	 	8.3.Delivery of Distributions
	 	 	26	 
	 	 	8.4.Cash Option for Bondholders
	 	 	26	 
	9. CONDITIONS PRECEDENT TO CONFIRMATION AND THE EFFECTIVE DATE
	 	 	27	 
	 	 	9.1.Conditions to Confirmation
	 	 	27	 
	 	 	9.2.Conditions to Effectiveness
	 	 	27	 
	 	 	9.3.Waiver of Conditions
	 	 	27	 
	10. TITLE TO PROPERTY; DISCHARGE; INJUNCTION
	 	 	27	 
	 	10.1. Revesting of Assets
	 	 	27	 
	 	10.2. Preservation of Litigation Claims
	 	 	28	 
	 	10.3. Discharge
	 	 	28	 
	 	10.4. Injunction
	 	 	28	 
	 	10.5. Exculpation
	 	 	28	 
	 	10.6. Release
	 	 	29	 
	11.RETENTION OF JURISDICTION
	 	 	29	 
	 	11.1. Jurisdiction
	 	 	29	 
	12. MODIFICATION AND AMENDMENT OF PLAN; ALTERNATIVE TRANSACTIONS
	 	 	31	 
	 	12.1.Modification and Amendment
	 	 	31	 
	13. MISCELLANEOUS
	 	 	31	 
	 	13.1.Filing of Objections to Claims
	 	 	31	 
	 	13.2.Resolution of Objections After Effective Date; Distributions
	 	 	31	 
	 	 	 	13.2.1.Resolution of Objections
	 	 	31	 
	 	 	 	13.2.2.Distributions
	 	 	31	 
	 	 	 	13.2.3.Late-Filed Claims
	 	 	32	 
	 	13.3. Effectuating Documents; Further Transactions; Timing
	 	 	32	 
	 	13.4. Exemption from Transfer Taxes
	 	 	32	 
	 	13.5. Revocation or Withdrawal of this Plan
	 	 	32	 
	 	13.6. Binding Effect
	 	 	32	 
	 	13.7. Governing Law
	 	 	32	 
	 	13.8. Modification of Payment Terms
	 	 	33	 
	 	13.9. Providing for Claims Payments
	 	 	33	 
	 	13.10.Set Offs
	 	 	33	 
	 	13.11.Notices
	 	 	33	 
	 	13.12.Statutory Committee
	 	 	35	 
	 	13.13.Severability
	 	 	35	 
	 	13.14.Withholding and Reporting Requirements
	 	 	35	 
	 	13.15.Post Confirmation Reporting
	 	 	36	 
	 	13.16.Cramdown
	 	 	36	 
	 	13.17.Quarterly Fees to the United States Trustee
	 	 	36	 



vi






 



     Fitzgeralds Gaming Corporation, a Nevada corporation (“FGC”), Fitzgeralds
South, Inc., a Nevada corporation (“FSI”), Fitzgeralds Reno, Inc., a Nevada
corporation (“FRI”), Fitzgeralds Incorporated, a Nevada corporation (“FI”),
Fitzgeralds Las Vegas, Inc., a Nevada corporation (“FLVI”), Fitzgeralds
Mississippi, Inc., a Mississippi corporation (“FMI”), Fitzgeralds Black Hawk,
Inc., a Nevada corporation (“FBHI”), Fitzgeralds Black Hawk II, Inc., a
Colorado corporation (“FBHII”), 101Main Street Limited Liability Company, a
Colorado limited liability company (“101Main”) and Fitzgeralds Fremont
Experience Corporation, a Nevada corporation (“FFEC” and together with FGC,
FSI, FRI, FI, FLVI, FMI, FBHI, FBHII and 101Main, the “Debtors”), debtors and
debtors-in-possession, jointly propose this Second Amended Plan of
Reorganization (“Plan”) for the resolution of the Debtors’ outstanding Claims
and Equity Securities (as these terms are defined herein). All creditors and
other parties-in-interest should refer to the Disclosure Statement (as this
term is defined herein) for a discussion of the Debtors’ history, assets,
historical financial data, and for a summary and analysis of this Plan and
certain related matters.



		
	 	     All holders of Claims against, and Equity Interests in, the
Debtors are encouraged to read this Plan, the Disclosure Statement
and the related solicitation materials in their entirety before
voting to accept or reject this Plan.



     Subject to the restrictions on modifications set forth in Section 1127 of
the Bankruptcy Code and Bankruptcy Rule 3019, and those restrictions on
modifications set forth in Article 13 to this Plan, the Debtors expressly
reserve the right to alter, amend, strike, withdraw or modify this Plan one or
more times before its substantial consummation.


     1.     DEFINITIONS, RULES OF INTERPRETATION AND COMPUTATION OF TIME


     1.1. Definitions. For purposes of this Plan, except as expressly provided
or unless the context otherwise requires, all capitalized terms not otherwise
defined shall have the meanings ascribed to them in this Article 1. Any term
used in this Plan that is not defined herein, but is defined in the Bankruptcy
Code, the Restructuring Agreement or the Bankruptcy Rules, shall have the
meaning ascribed to that term in the Bankruptcy Code, Restructuring Agreement
or the Bankruptcy Rules, in that order of priority. Whenever the context
requires, such terms shall include the plural as well as the singular, the
masculine gender shall include the feminine, and the feminine gender shall
include the masculine. As used in this Plan, the following terms shall have
the meanings specified below:



		
	 	     1.1.1 Administrative Claim. A Claim for any cost or expense of
administration of the Chapter 11 Cases allowed under Sections 503(b),
507(b) or 546(c)(2) of the Bankruptcy Code and entitled to priority under
Section 507(a)(1) of the Bankruptcy Code, including, but not limited to:
(i) fees payable pursuant to Section 1930 of Title 28 of the United
States Code; (ii) the actual and necessary costs and expenses incurred
after the Petition Date of preserving the Estates, including wages,
salaries, or commissions for services rendered after the commencement of
the Chapter 11 Cases; and (iii) all Professional Fees approved by the
Bankruptcy Court pursuant to interim and final allowances. To the extent
that a Claim is allowed as an Administrative Claim pursuant to Section
365(d)(3) of the Bankruptcy Code, such Claim shall also be deemed an
“Administrative Claim” under this paragraph.



 






 





		
	 	     1.1.2 Administrative Claim Bar Date. The end of the first Business
Day occurring on or after the forty-fifth (45th) day after the Effective
Date.




		
	 	     1.1.3 Affiliate. This term has the meaning set forth
in Section 101(2) of the Bankruptcy Code.




		
	 	     1.1.4 Allowed Claim. Any Claim, or any portion thereof, against any
of the Debtors: (i) proof of which, requests for payment of which, or
application for allowance of which, was filed or deemed to be filed on or
before the Bar Date, Administrative Claim Bar Date or the Professional
Fee Bar Date, as the case may be, for filing proofs of Claim or requests
for payment for Claims of such type against the Debtors; or (ii) if no
proof of Claim is filed, which has been or hereafter is listed by the
Debtors in the Schedules as liquidated in amount and not disputed or
contingent; and, in either case, the portion of such Claim as to which
either (x) no objection to the allowance thereof has been interposed
within the applicable period of limitation fixed by this Plan, the
Bankruptcy Code, the Bankruptcy Rules or the Bankruptcy Court or (y) the
Bankruptcy Court has entered a Final Order allowing such portion of such
Claim. The term “Allowed” when used to modify a reference in this Plan
to any Claim or Class of Claims, shall mean a Claim (or any Claim in any
such Class) that is so allowed, e.g. “Allowed Secured Claim” is a Secured
Claim.




		
	 	     1.1.5 Avoidance Actions. This term refers to and means all actions
preserved for the Estates set forth in Sections 542, 543, 544, 545, 547,
548, 549, 550 and 553(b) of the Bankruptcy Code.




		
	 	     1.1.6 Ballot. The form of ballot or ballots that will be
distributed with the Disclosure Statement to holders of Claims and Equity
Securities entitled to vote under this Plan in connection with
solicitation of acceptances of this Plan.




		
	 	     1.1.7 Bankruptcy Code. The Bankruptcy Reform Act of 1978, Title 11,
United States Code, as applicable to the Chapter 11 Cases, as now in
effect or hereafter amended, 11 U.S.C. §§ 101 et seq.




		
	 	     1.1.8 Bankruptcy Court. The Bankruptcy Court of the United States
District Court for the District of Nevada or such other court as may have
jurisdiction over the Chapter 11 Cases.




		
	 	     1.1.9 Bankruptcy Rules. Collectively, the Federal Rules of
Bankruptcy Procedure and the local rules of the Bankruptcy Court as
applicable to the Chapter 11 Cases, as now in effect or hereinafter
amended.




		
	 	     1.1.10 Bar Date. The date or dates established by the Bankruptcy
Court for the filing of proofs of Claim for all Creditors, excepting
therefrom, Administrative Claims, Preserved Ordinary Course
Administrative Claims and Claims for Professional Fees.




		
	 	     1.1.11 Business Day. Any day other than a Saturday, Sunday or other
day on which commercial banks in the State of Nevada or New York are
authorized or required by law to close.



2






 





		
	 	     1.1.12 Cash. Currency, checks, negotiable instruments and wire
transfers of immediately available funds.




		
	 	     1.1.13 Cash Collateral Order. The Final Order of the Bankruptcy
Court entered on December 31, 2000 approving the Cash Collateral
Stipulation.




		
	 	     1.1.14 Cash Collateral Stipulation. The Agreement Regarding Use of
Cash Collateral entered into on or about the Petition Date between Debtor
and the Indenture Trustee.
	 
	 	     1.1.15 Cash Incentive Claims. This term shall have the meaning set
forth in Section 2.3.2 of this Plan.




		
	 	     1.1.16 Chapter 11 Cases. The cases under Chapter 11 of the
Bankruptcy Code involving Debtors including all adversary proceedings
pending in connection therewith.




		
	 	     1.1.17 Claim. Any right to payment from the Debtors, whether or not
such right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured or unsecured arising at any time before the Effective Date or
relating to any event that occurred before the Effective Date; or 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, disputed, undisputed, secured or unsecured.




		
	 	     1.1.18 Class. A category of holders of Claims and Equity Securities
as classified in this Plan.




		
	 	     1.1.19 Compensation Motion. The motion filed with the Bankruptcy
Court on December 5, 2000 to approve the Senior Management Incentive
Program and the compensation and benefits provided in Section 5.6 of the
Restructuring Agreement.




		
	 	     1.1.20 Collateral Value Percentage. The ratio, expressed as a
percentage, of (x) the value of all collateral remaining in the Estates
that secure the Notes and (y) the total value of all Estates assets after
deduction for all cash to be distributed under the plan except
distributions to Class 8.




		
	 	     1.1.21 Commitment Agreement. The Plan Confirmation Commitment
Agreement dated as of the Effective Date between FGC and Contrarian
Capital Management LLC, as amended and in effect from time to time.




		
	 	     1.1.22 Compensation Order. Final Order entered by the Bankruptcy
Court on December 21, 2000 approving the Compensation Motion.




		
	 	     1.1.23 Confirmation. The entry by the Bankruptcy Court of the
Confirmation Order.




		
	 	     1.1.24 Confirmation Date. The date upon which the Bankruptcy Court
enters the Confirmation Order.



3






 





		
	 	     1.1.25 Confirmation Hearing. The duly noticed initial hearing held
by the Bankruptcy Court to confirm this Plan pursuant to Section 1128 of
the Bankruptcy Code, and any subsequent hearing held by the Bankruptcy
Court from time to time to which the initial hearing is adjourned without
further notice other than the announcement of the adjourned dates at the
Confirmation Hearing.




		
	 	     1.1.26 Confirmation Order. The order entered by the Bankruptcy
Court confirming this Plan.




		
	 	     1.1.27 Consenting Noteholders. Consenting Noteholders means,
collectively, each signatory to the Restructuring Agreement and their
transferees and assignees as allowed by Article VII of the Restructuring
Agreement.




		
	 	     1.1.28 Contingent Claim. A Claim which is either contingent,
unmatured or unliquidated on or immediately before the Confirmation Date.




		
	 	     1.1.29 Creditor. Any holder of a Claim, whether or not such Claim
is an Allowed Claim.




		
	 	     1.1.30 Cure. The distribution on the Effective Date or as soon
thereafter as practicable of Cash, or such other property as may be
agreed upon by the parties or ordered by the Bankruptcy Court, with
respect to the assumption of an executory contract or unexpired lease,
pursuant to Section 365(b) of the Bankruptcy Code, in an amount equal to
all unpaid monetary obligations, due under such executory contract or
unexpired lease, to the extent such obligations are enforceable under the
Bankruptcy Code and applicable non-bankruptcy law.




		
	 	     1.1.31 Debt Instrument. A debenture, bond, promissory note, note or
other transferable instrument or document evidencing any payment
obligation.




		
	 	     1.1.32 Debtors. Collectively, FGC, FSI, FRI, FI, FLVI, FMI, FBHI,
FBHII, 101Main and FFEC in the Chapter 11 Cases, pursuant to Sections
1107 and 1108 of the Bankruptcy Code.




		
	 	     1.1.33 Debtor Subsidiaries. Any of the Subsidiaries that are
Debtors.




		
	 	     1.1.34 Disbursing Agent. Reorganized FGC shall be the Disbursing
Agent to hold and distribute consideration to the holders of Unclassified
Claims and Allowed Claims in Classes 1, 2, 3, 4, 5, 7 and 8 of this Plan.
With respect to distributions to Noteholders in Classes 6 and 9, the
Indenture Trustee shall be the Disbursing Agent.




		
	 	     1.1.35 Disclosure Statement. The written disclosure statement and
any supplements thereto that relate to this Plan, as approved by the
Bankruptcy Court pursuant to Section 1125 of the Bankruptcy Code and
Bankruptcy Rule 3017, as such disclosure statement may be amended,
modified or supplemented from time to time.




		
	 	     1.1.36 Disputed Claim. A Claim which is: (i) subject to timely
objection interposed by the Debtors or any party in interest entitled to
file and prosecute such objection in the Chapter 11 Cases, if at such
time such objection remains unresolved; (ii)



4






 





		
	 	a Claim that is listed by
the Debtors as disputed, unliquidated or contingent in the Schedules; or
(iii) if no objection has been timely filed, a Claim which has been
asserted in a timely filed proof of Claim in an amount greater than or in
a Class different than that listed by the Debtors in the Schedules as
liquidated in amount and not disputed or contingent; provided, however,
that the Bankruptcy Court may estimate a Disputed Claim for purposes of
allowance pursuant to Section 502(c) of the Bankruptcy Code. The term
“Disputed”, when used to modify a reference in this Plan to any Claim or
Class of Claims, shall mean a Claim (or any Claim in such Class) that is
a Disputed Claim as defined herein. In the event there is a dispute as
to classification or priority of a Claim, it shall be considered a
Disputed Claim in its entirety. Until such time as a Contingent Claim
becomes fixed and absolute, such Claim shall be treated as a Disputed
Claim and not an Allowed Claim for purposes related to allocations and
distributions under this Plan.




		
	 	     1.1.37 Distributable Cash. This term
shall have the meaning set forth in the Restructuring Agreement.
	 
	 	     1.1.38 Distribution Date. The Business Day occurring as soon as
practicable after the Effective Date, upon which distributions are made
to holders of Allowed Claims under this Plan.




		
	 	     1.1.39 Distribution Record Date. The Business Day immediately prior
to the Effective Date.




		
	 	     1.1.40 Effective Date. The last to occur of: (i) the first
Business Day that is at least eleven (11) days after the Confirmation
Date and on which no stay of the Confirmation Order is in effect; and
(ii) the earlier of (x) the Business Day on which all of the conditions
set forth in Article 9 to this Plan have been satisfied or waived; and
(y) 120 days after the Confirmation Date.




		
	 	     1.1.41 Equity Security. An equity security as defined in Section
101(16) of the Bankruptcy Code.




		
	 	     1.1.42 Estates. Collectively, the estates created for the Debtors
in the Chapter 11 Cases pursuant to Section 541 of the Bankruptcy Code.




		
	 	     1.1.43 Executive. Each of Phillip D. Griffith, Michael E.
McPherson, Paul H. Manske and Max L. Page.




		
	 	     1.1.44 FAMI. Fitzgeralds Arizona Management, Inc., a Nevada
corporation, one of the Non-Debtor Affiliates.




		
	 	     1.1.45 FBHI. Fitzgeralds Black Hawk, Inc., a Nevada corporation,
one of the Debtors and debtors-in-possession in the Chapter 11 Cases
pending before the Bankruptcy Court.




		
	 	     1.1.46 FBHII. Fitzgeralds Black Hawk II, Inc., a Nevada
corporation, one of the Debtors and debtors-in-possession in the Chapter
11 Cases pending before the Bankruptcy Court.



5






 





		
	 	     1.1.47 FFEC. Fitzgeralds Fremont Experience Corporation, a Nevada
corporation, one of the Debtors and debtors-in-possession in the Chapter
11 Cases pending before the Bankruptcy Court.




		
	 	     1.1.48 FGC. Fitzgeralds Gaming Corporation, a Nevada corporation,
one of the Debtors and debtors-in-possession in the Chapter 11 Cases
pending before the Bankruptcy Court.




		
	 	     1.1.49 FGC Board of Directors. The duly constituted and acting
directors of FGC.




		
	 	     1.1.50 FGC Equity Security. Any Equity Security interest in FGC,
including Old FGC Common Stock and Old FGC Preferred Stock, represented
by any class or series of common or preferred stock issued by FGC prior
to the Effective Date and any warrants, options, redemption rights,
dividend rights, liquidation preferences or rights to purchase any such
common or preferred stock.




		
	 	     1.1.51 FI. Fitzgeralds, Inc., a Nevada corporation, one of the
Debtors and debtors-in-possession in the Chapter 11 Cases pending before
the Bankruptcy Court.
	 
	 	     1.1.52 FLVI. Fitzgeralds Las Vegas, Inc., a Nevada corporation,
one of the Debtors and debtors-in-possession in the Chapter 11 Cases
pending before the Bankruptcy Court.




		
	 	     1.1.53 FMC. Fitzgeralds Management Corporation, a Nevada
corporation, one of the Non-Debtor Affiliates and a wholly-owned
subsidiary of FGC.




		
	 	     1.1.54 FMI. Fitzgeralds Mississippi, Inc., a Mississippi
corporation, one of the Debtors and debtors-in-possession in the Chapter
11 Cases pending before the Bankruptcy Court.




		
	 	     1.1.55 FRI. Fitzgeralds Reno, Inc., a Nevada corporation, one of
the Debtors and debtors-in-possession in the Chapter 11 Cases pending
before the Bankruptcy Court.




		
	 	     1.1.56 FRI Board of Directors. The duly constituted and acting
directors of FRI.




		
	 	     1.1.57 FSI. Fitzgeralds South, Inc., a Nevada corporation, one of
the Debtors and debtors-in-possession in the Chapter 11 Cases pending
before the Bankruptcy Court.




		
	 	     1.1.58 FSI Warrants. Any warrants to purchase shares of Common
Stock of FSI, formerly known as Fitzgeralds Gaming Corporation, issued in
connection with the issuance of $36,000,000.00 in aggregate amount of
Senior Secured Notes in February 1994.




		
	 	     1.1.59 FLI. Fitzgeralds Liquidation, Inc. a Delaware corporation.




		
	 	     1.1.60 Federal Judgment Rate. The rate of interest on judgments as
provided for by 28 U.S.C. § 1961 as of the Petition Date.



6






 





		
	 	     1.1.61 Final Order. An order, judgment or other decree of the
Bankruptcy Court which has been appealed but which has not been vacated,
reversed, modified or amended or stayed, or for which the time to appeal
or seek review or rehearing has expired with no appeal having been filed.




		
	 	     1.1.62 Fitzgeralds Black Hawk. The remaining assets of the
Fitzgeralds Black Hawk Casino previously owned and operated by 101 Main.




		
	 	     1.1.63 Fitzgeralds Las Vegas. The remaining assets of the
Fitzgeralds Las Vegas Hotel & Casino previously owned and operated by
FLVI.




		
	 	     1.1.64 Fitzgeralds Reno. The assets comprising the Fitzgeralds
Reno Hotel and Casino owned and operated by FRI.




		
	 	     1.1.65 Fitzgeralds Tunica. The remaining assets of the Fitzgeralds
Tunica Hotel and Casino previously owned and operated by FMI.




		
	 	     1.1.66 Gaming Authorities. Collectively, the applicable gaming and
liquor licensing regulatory authorities of the States of




		
	 	     Nevada, Colorado and Mississippi and the applicable counties, cities
or other political subdivisions within such states and any other
regulatory agency having the authority to regulate and license the gaming
activities of the Debtors.




		
	 	     1.1.67 General Unsecured Claim. A Claim that is not secured by a
charge against or interest in property in which the Estates have an
interest and is not an Administrative Claim, Priority Tax Claim, Priority
Benefit Plan Contribution Claim, Preserved Ordinary Course Administrative
Claim for Professional Fees, Priority Wage Claim, nor Priority Customer
Deposit Claim and is neither contractually nor legally subordinated to
the Noteholder Deficiency Claims. General Unsecured Claims shall exclude
Noteholder Deficiency Claims and Claims payable from non-Estate assets,
such as insurance, but shall include all Claims arising under Section
502(g) of the Bankruptcy Code.




		
	 	     1.1.68 Governmental Or Regulatory Authority. Any Gaming Authority,
court, tribunal, arbiter, authority, agency, commission, official or
other instrumentality in the United States, any foreign country or any
domestic or foreign, county, city or other political subdivision.
	 
	 	     1.1.69 Indenture. The Indenture dated as of December 31, 1997 among
FGC, as obligor, the Operating Companies, FSI, FI, FBHI, FFEC and FBHII
as guarantors, and The Bank of New York, a New York banking corporation,
as trustee, pursuant to which the Notes were issued by FGC.




		
	 	     1.1.70 Indenture Trustee. The Bank of New York, or such other
successor trustee, under the Indenture.




		
	 	     1.1.71 Indenture Trustee Professional Fees and Costs Payments. The
fees and costs of the Indenture Trustee’s professionals reimbursed by the
Debtor prior to the




7






 





		
	 	Petition Date pursuant to the Restructuring Agreement
and paid by the Debtors subsequent to the Petition Date pursuant to the
Cash Collateral Order.




		
	 	     1.1.72 Informal Committee. The Informal Committee of Noteholders
comprised of Consenting Noteholders.




		
	 	     1.1.73 Informal Committee Professionals. Ropes & Gray, Jones
Vargas and Houlihan, Lokey, Howard & Zukin and such other professionals
retained by the Informal Committee from time-to-time.




		
	 	     1.1.74 Informal Committee Professionals Fees and Costs Payments.
The fees and costs of the Informal Committee Professionals reimbursed by
the Debtors prior to the Petition Date pursuant to the Restructuring
Agreement and paid by the Debtor subsequent to the Petition Date pursuant
to the Cash Collateral Order.




		
	 	     1.1.75 Intercompany Claims. All Claims owed by any Debtor to any
other Debtor.




		
	 	     1.1.76 IRS. The Internal Revenue Service.




		
	 	     1.1.77 Lien. This term shall have the meaning set forth in
Section 101(37) of the Bankruptcy Code.




		
	 	     1.1.78 Liquidation Date. This term shall have the meaning set
forth in the Restructuring Agreement.




		
	 	     1.1.79 Litigation Claims. All rights, claims, torts, liens,
liabilities, obligations, actions, causes of action, Avoidance Actions,
proceedings, debts, contracts, judgments, damages and demands whatsoever
in law or in equity, whether known or unknown, contingent or otherwise,
that the Debtors or the Estates may have against any Person, including
but not limited to, those listed on Schedule 1.1.79 to this Plan. Failure
to list a Litigation Claim on Schedule 1.1.79 to this Plan shall not
constitute a waiver or release by the Debtors of such Litigation Claim.




		
	 	     1.1.80 Majestic Agreement. The Purchase and Sale Agreement dated as
of November 22, 2000, as amended, entered by and among Majestic Investor,
as purchaser, FLVI, 101 Main and FMI, as sellers, FGC, and certain
affiliates of sellers and FGC regarding Fitzgeralds Las Vegas,
Fitzgeralds Black Hawk and Fitzgeralds Tunica.




		
	 	     1.1.81 Majestic Investor. Majestic Investor Holdings, LLC, a
Delaware limited liability company.




		
	 	     1.1.82 NCI. Nevada Club, Inc., a Nevada corporation, one of the
Non-Debtor Affiliates and a wholly-owned subsidiary of FGC.




		
	 	     1.1.83 NRS Chapter 92A. Chapter 92A of Nevada Revised Statutes, or
any successor statute(s).



8






 





		
	 	     1.1.84 Net Distributable Cash. This term shall have the meaning
set forth in the Restructuring Agreement.




		
	 	     1.1.85 Nevada Secretary. Secretary of State of the State of Nevada.




		
	 	     1.1.86 New Common Stock. The authorized shares of common stock of
Reorganized FGC, par value of $.01 per share.




		
	 	     1.1.87 New FGC. Arabella Acquisition, Inc., a Delaware corporation.




		
	 	     1.1.88 Non-Debtor Affiliates. FMC, FAMI and NCI, each an Affiliate
of the Debtors and a direct or indirect subsidiary of one or more
Debtors.




		
	 	     1.1.89 Noteholder Deficiency Claims. The unsecured deficiency Claim
of the Indenture Trustee and Noteholders representing the balance of the
Allowed Claim of the Indenture Trustee and the Noteholders after receipt
by the Indenture Trustee and the Noteholders of the proceeds of the
Collateral for their Allowed Secured Claims.




		
	 	     1.1.90 Noteholders. The beneficial holders of Notes.




		
	 	     1.1.91 Notes. The 12.25% Senior Secured Notes due 2004 in the
principal amount of $205,000,000.00, issued by FGC as obligor.




		
	 	     1.1.92 Notes Security Documents. The deed of trust, security
agreement, financing statements and fixture filings dated as of December
31, 1997 and all other documents executed by Debtors pursuant to the
Indenture to secure the obligations evidenced by the Notes.




		
	 	     1.1.93 Old FGC Common Stock. The shares of common stock, $0.01 par
value, of FGC issued and outstanding immediately prior to the Effective
Date, and all options, warrants, including the FSI Warrants, and similar
rights related thereto whether contractual or otherwise, to acquire such
shares of common stock, and all shares or other securities or instruments
convertible or otherwise exchangeable for such shares of common stock.




		
	 	     1.1.94 Old FGC Preferred Stock. The shares of preferred stock of
FGC issued and outstanding immediately prior to the Effective Date,
including the cumulative redeemable preferred stock of FGC issued
pursuant to a Certificate of Designation of Preferences Rights dated the
8th day of December, 1995 and all options, warrants and rights related
thereto whether contractual or otherwise, to acquire any such preferred
stock.




		
	 	     1.1.95 101 Main. 101 Main Street Limited Liability Company, a
Colorado limited liability company, one of the Debtors and
debtors-in-possession in the Chapter 11 Cases pending before the
Bankruptcy Court.




		
	 	     1.1.96 101 Main Managing Member. The duly constituted and acting
managing member of 101 Main.



9






 





		
	 	     1.1.97 Operating Companies. Collectively, FLVI, FMI, 101 Main and
FRI.




		
	 	     1.1.98 Operating Pleadings. The first day motions filed by Debtors
to continue normal business operations of the Debtors during the Chapter
11 Cases filed on the Petition Date and by orders entered by the
Bankruptcy Court on the Petition Date, approving such first day motions
which orders have subsequently become Final Orders.




		
	 	     1.1.99 Person. An individual, corporation, limited liability
company, partnership, association, joint stock company, joint venture,
estate, trust, unincorporated organization or government, governmental
unit or any subdivision thereof or any other entity.




		
	 	     1.1.100 Petition Date. December 5, 2000, the date on which the
Debtors filed their voluntary petitions commencing the Chapter 11 Cases.




		
	 	     1.1.101 Plan. This plan of reorganization, either in its present
form or as it may be amended, supplemented or modified from time to time,
including all exhibits and schedules annexed hereto or referenced herein.




		
	 	     1.1.102 Plan Distribution Cash. The Cash to be paid pursuant to
this Plan to the holders of Allowed Claims in all Classes and Allowed
unclassified Claims as provided for in this Plan on and after the
Effective Date, including (i) reserves for Disputed Claims, or (ii)
Administrative Claims, Professional Fees and Preserved Ordinary Course
Administrative Claims not yet allowed and paid.




		
	 	     1.1.103 Plan Supplement. The supplement filed with the Bankruptcy
Court which contains additional exhibits to this Plan, as such exhibits
may be subsequently amended, modified or supplemented. The Plan
Supplement shall be a part of this Plan as if such exhibits were set
forth more fully herein.




		
	 	     1.1.104 Post-Petition Date Cash Distribution. This term refers to
and means the distribution of Cash to the Indenture Trustee after the Petition Date pursuant to Section 4.2 of
the Restructuring Agreement and the Cash Collateral Order.




		
	 	     1.1.105 Pre-Petition Date Excess Cash Distribution. This term
refers to and means the distribution of Cash to the Indenture Trustee
pursuant to Section 4.1 of the Restructuring Agreement.




		
	 	     1.1.106 Preserved Ordinary Course Administrative Claim.
Administrative Claims that are based on liabilities incurred by FGC and
FRI in the purchase, lease or use of goods and services in the ordinary
course of their business, including but not limited to, Administrative
Claims due on account of services provided to the Debtors after the
Petition Date.




		
	 	     1.1.107 Priority Benefit Plan Contribution Claim. Any Claim against
an Operating Company and FGC entitled to priority in payment under
Section 507(a)(4) of the Bankruptcy Code.



10






 





		
	 	     1.1.108 Priority Customer Deposits Claim. Any Claim against an
Operating Company and FGC entitled to priority in payment under Section
507(a)(6) of the Bankruptcy Code.




		
	 	     1.1.109 Priority Tax Claim. Any Claim against any of the Debtors
entitled to priority in payment under Section 507(a)(8) of the Bankruptcy
Code.




		
	 	     1.1.110 Priority Wage Claim. Any Claim against an Operating Company
and FGC entitled to priority in payment under Section 507(a)(3) of the
Bankruptcy Code.




		
	 	     1.1.111 Pro Rata. The ratio of an Allowed Claim or Allowed Equity
Security interest in a particular class to the aggregate amount of all
such Allowed Claims or Allowed Equity Security interests in any such
Class.




		
	 	     1.1.112 Professional Fees. The Administrative Claims for
compensation and reimbursement submitted pursuant to Sections 330, 331 or
503(b) of the Bankruptcy Code of Persons: (i) employed pursuant to an
order of the Bankruptcy Court under Sections 327 or 1103 of the
Bankruptcy Code; or (ii) for whom compensation and reimbursement has been
allowed by the Bankruptcy Court pursuant to Section 503(b) of the
Bankruptcy Code or by other Final Order, which includes Informal
Committee Professionals Fees and Costs Payments and Indenture Trustee
Professional Fees and Costs Payments.




		
	 	     1.1.113 Protocol Motion. The Motion for Order Approving Procedures
for Sale of Assets Free and Clear of Liens, Claims and Interests and
Assumption and Assignment of Certain Executory Contracts and Unexpired
Leases filed on the Petition Date seeking to establish the procedures by
which sales of Operating Companies shall be documented, advertised and
brought before the Bankruptcy Court for approval.




		
	 	     1.1.114 Protocol Order. The Final Order entered by the Bankruptcy
Court on December 21, 2000 approving the Protocol Motion, as amended and
in effect.




		
	 	     1.1.115 Reinstated or Reinstatement. These terms shall mean: (i)
leaving unaltered the legal, equitable and contractual rights
of the holder of a Claim so as to leave such Claim unimpaired in
accordance with Section 1124 of the Bankruptcy Code; or (ii)
notwithstanding any contractual provision or applicable law that entitles
the holder of such Claim to demand or receive accelerated payment of such
Claim after the occurrence of a default: (a) Curing any such default that
occurred before or after the Petition Date, other than a default of a
kind specified in Section 365(b)(2) of the Bankruptcy Code; (b)
reinstating the maturity of such Claim as such maturity existed before
such default; (c) compensating the holder of such Claim for any damages
incurred as a result of any reasonable reliance by such holder on such
contractual provision or such applicable law; and (d) not otherwise
altering the legal, equitable, or contractual rights to which such Claim
entitles the holder of such Claim; provided, however, that any
contractual right that does not pertain to the payment when due of
principal and interest on the obligation on which such Claim is based,
including, but not limited to, financial covenant ratios, negative pledge
covenants, covenants or restrictions on merger or consolidation, and
affirmative covenants regarding corporate existence prohibiting certain
transactions or



11






 





		
	 	actions contemplated by this Plan, or conditioning such
transactions or actions on certain factors, shall not be required in
order to accomplish Reinstatement.




		
	 	     1.1.116 Reorganized Debtor(s). This term shall mean collectively,
Reorganized FGC, Reorganized FRI and Reorganized FLI.




		
	 	     1.1.117 Reorganized FGC. The corporation resulting from the merger
of FGC with and into New FGC.




		
	 	     1.1.118 Reorganized FGC Articles. The Restated Certificate of
Incorporation of Reorganized FGC, which shall be substantially in the
form filed with the Bankruptcy Court as part of the Plan Supplement.




		
	 	     1.1.119 Reorganized FGC By-Laws. The Restated By-Laws of
Reorganized FGC, which shall be substantially in the form filed with the
Bankruptcy Court as part of the Plan Supplement.




		
	 	     1.1.120 Reorganized FLI. The corporation resulting from the merger
of FSI with and into FLI that, prior to the Effective Date, will be a
wholly-owned subsidiary of FSI.




		
	 	     1.1.121 Reorganized FRI. FRI on and after the Effective Date.




		
	 	     1.1.122 Reorganized FRI Articles. The Restated Certificate of
Incorporation of Reorganized FRI, which shall be substantially in the
form filed with the Bankruptcy Court as part of the Plan Supplement.




		
	 	     1.1.123 Reorganized FRI By-Laws. The Restated By-Laws of
Reorganized FRI, which shall be substantially in the form filed with the
Bankruptcy Court as part of the Plan Supplement.




		
	 	     1.1.124 Reserve Amount. This term shall have the meaning as set
forth in the Restructuring Agreement.




		
	 	     1.1.125 Residual Assets. This term shall have the meaning set
forth in the Restructuring Agreement, except that this shall not include
Residual Assets of FGC or FRI.




		
	 	     1.1.126 Restructuring Agreement. That certain Restructuring
Agreement dated as of December 1, 2000 entered by and




		
	 	     amongst Debtors, Senior Management and the Consenting Noteholders,
as amended, and in effect.




		
	 	     1.1.127 Retention Payment. This term shall have the meaning
ascribed to it in Section 5.4 of the Restructuring Agreement.




		
	 	     1.1.128 Risk Management Contracts. This shall include the following contracts:




12










 




	 	 	 
	A	 	
Service Agreement for Workers’
Compensation Self-Insurance Program effective June 1,
2001 with Meritage Employer Services, LLC;
	B	 	
Liability Claims Investigation,
Adjustment and Management Agreement dated as of June 1,
2001 with Meritage Employer Services, LLC;
	C	 	
Claims Processing and Managed Care
Services Contract dated as of June 1, 2001 with Meritage
Employer Services, LLC; and
	D	 	
Consulting Contract dated as of June
1, 2001 with Meritage Employer Services, LLC;




		
	 	     1.1.129 Schedules. The schedules of assets and liabilities and any
amendments thereto filed by the Debtors with the Bankruptcy Court in
accordance with Section 521(1) of the Bankruptcy Code.
	 
	 	     1.1.130 SEC. The United States Securities and Exchange Commission.
	 
	 	     1.1.131 Secured Claim. A Claim that is secured by a Lien against
property of the Estates to the extent of the value of any interest in
such property of the Estates securing such Claim or to the extent of the
amount of such Claim subject to setoff in accordance with Section 553 of
the Bankruptcy Code, in either case as determined pursuant to Section
506(a) of the Bankruptcy Code.
	 
	 	     1.1.132 Secured Tax Claims. The Claim of any state or local
governmental unit which is secured by a Lien against property owned by
the Debtors by operation of applicable law, including, but not limited
to, every such Claim for unpaid real and personal property taxes together
with statutory interest.
	 
	 	     1.1.133 Securities Act. The Securities Act of 1933, as amended.
	 
	 	     1.1.134 Senior Management. Collectively, Phillip D. Griffith,
Michael E. McPherson, Paul H. Manske and Max L. Page.
	 
	 	     1.1.135 Senior Management Incentive Program. The ordinary course
compensation, benefits and bonuses, Cash Distribution Incentive,
Retention Payment and Executive Payment payable to Senior Management as
set forth in Article V of the Restructuring Agreement and approved by the
Compensation Order.
	 
	 	     1.1.136 Statutory Committee. Collectively, any committee appointed
pursuant to Section 1102 of the Bankruptcy Code.
	 
	 	     1.1.137 Subordinated Claim. Any Claim or Equity Security interest
subordinated, for purposes of distribution or otherwise, pursuant to
Section 510 of the Bankruptcy Code.



13






 





		
	 	     1.1.138 Subsidiaries. FMI, FRI, 101 Main, FLVI, FBHI, FBHII, FFEC,
FSI, FI and the Non-Debtor Affiliates.
	 
	 	     1.1.139 Subsidiaries Board of Directors. The duly constituted and
acting board of directors of the respective Subsidiaries, except for 101
Main which is managed by the 101 Main Managing Member.
	 
	 	     1.1.140 Subsidiary Equity Interest. Any Equity Security interest
in any of the Subsidiaries that are Debtors, including any limited
liability membership interests, represented by any class or series of
common or preferred stock, limited liability membership interests and any
warrants, options, redemption rights, dividend rights, liquidation
preferences or rights to purchase any such common or preferred stock or
limited liability membership interests issued by the Subsidiaries prior
to the Effective Date.
	 
	 	     1.1.141 Subsidiary Guarantees. The guarantees by any Subsidiary of
the obligations of FGC under the Notes and Indenture.
	 
	 	     1.1.142 Tail Liability. Any and all pre-Effective Date Allowed
Claims (excluding the Notes) and Allowed unclassified Claims of any of
the Debtors (excluding FGC and FRI) not assumed in connection with the
purchase of the assets or the stock of the Operating Companies.
	 
	 	     1.1.143 363 Motion. The Motion filed pursuant to Section 363 of
the Bankruptcy Code with the Bankruptcy Court on March 19, 2001,
authorizing the sale of the assets of FMI, 101 Main and FLVI to Majestic
Investor and any similar motion filed by one or more of the Debtors
seeking an order authorizing the sale of the assets of FRI or the common
stock of FRI free and clear of Liens and the assignment (and in some
cases the assumption) of certain assumed executory contracts and
unexpired leases pursuant to Section 365 of the Bankruptcy Code in
accordance with the Protocol Order.
	 
	 	     1.1.144 363 Order. Any Final Order of the Bankruptcy Court
approving a 363 Motion.
	 
	 	     1.1.145 Taxes. All income, gaming, franchise, excise, sales, use,
employment, withholding, property, payroll or other taxes, assessments,
of governmental charges, together with any interest penalties, additions
to tax, fines, and similar amounts relating
thereto, imposed or collected by any federal, state, local or
foreign governmental authority.
	 
	 	     1.1.146 Voting Record Date. The date established by the Bankruptcy
Court for purposes of voting on this Plan by Noteholders and the
Indenture Trustee.



     1.2. Computation of Time. In computing any period of time prescribed or
allowed by this Plan, unless otherwise expressly provided, the provisions of
Bankruptcy Rule 9006(a) shall apply.


     1.3. Rules of Interpretation. For purposes of this Plan only; (i) any
reference in this Plan to a contract, instrument, release, indenture, or other
agreement or documents being in


14






 




particular form or on particular terms and
conditions means that such document shall be substantially in such form or
substantially on such terms and conditions; (ii) any reference in this Plan to
an existing document or exhibit filed or to be filed means such document or
exhibit as it may have been or may be amended, modified, or supplemented; (iii)
unless otherwise specified, all references in this Plan to Sections, Articles,
Schedules and Exhibits are references to Sections, Articles, Schedules and
Exhibits of or to this Plan; (iv) the words “herein,” “hereof,” “hereto,” and
“hereunder” refer to this Plan in its entirety rather than to a particular
portion of this Plan; (v) captions and headings to Articles and Sections are
inserted for convenience of reference only and are not intended to be a part of
or to affect the interpretation of this Plan; and (vi) the rules of
construction and definitions set forth in Sections 101 and 102 of the
Bankruptcy Code and in the Bankruptcy Rules shall apply unless otherwise
expressly provided.


2. TREATMENT OF UNCLASSIFIED CLAIMS



     2.1. General. Pursuant to Section 1123(a)(1) of the Bankruptcy Code, the
Claims against the Debtors set forth in this Article 2 are not designated as
Classes. The holders of such Claims are not entitled to vote on this Plan.
The treatment of the Claims set forth below is consistent with the requirements
of Section 1129(a)(9)(A) of the Bankruptcy Code.


     2.2. Treatment of Administrative Claims.



		
	 	     2.2.1 Generally. Each Allowed Administrative Claim, other than
Preserved Ordinary Course Administrative Claims treated below, shall be
paid in full from Plan Distribution Cash (or otherwise satisfied in
accordance with its terms) upon the latest of: (i) the Distribution
Date; (ii) such date as may be fixed by the Bankruptcy Court, or as soon
thereafter as practicable; (iii) the tenth (10th) Business Day after such
Claim is Allowed, or as soon thereafter as practicable; and (iv) such
date as the holder of such Claim and Debtors or Reorganized Debtors shall
agree upon.
	 
	 	     2.2.2 Requests for Payment. All requests for payment of
Administrative Claims against Debtors and all final applications for
allowance and disbursement of Professional Fees must be filed by the
Administrative Claims Bar Date or the holders thereof shall be forever
barred from asserting such Administrative Claims against the Debtors and
any of the Reorganized Debtors. All Professional Fees applications must
be in compliance with all of the terms and provisions of any applicable
order of the Bankruptcy Court, including the Confirmation Order, and all
other orders governing payment of Professional Fees. All
Professional Fees applications may be later amended to include any
fees and costs incurred after the Effective Date.
	 
	 	     2.2.3 Allowed Preserved Ordinary Course Administrative Claims. Each
Allowed Preserved Ordinary Course Administrative Claim not paid by FRI or
FGC prior to the Effective Date shall be paid, performed or settled by
the Reorganized Debtor that is the successor to the Estate against which
such Preserved Ordinary Course Administrative Claim originally arose,
pursuant to the terms and conditions under which such Claim arose.



15






 






     2.3. Executive Incentive Claims.



		
	 	     2.3.1 Retention and Severance. Upon the closing of the sale
pursuant to the Majestic Agreement, $2,400,000.00 earmarked for payment
of the Retention Payment was placed in escrow established pursuant to the
Escrow Agreement dated December 1, 2000. Provided each of the Executives
is paid his Retention Payment from the escrowed funds, each of the
Executives shall have no Administrative Claim in respect of their
Retention Payment against Debtors’ estates or the Reorganized Debtors.
Each such Executive shall receive payment of his Retention Payment from
the escrowed funds in full in Cash on the Effective Date if not already
distributed to the Executives as provided for in the Compensation Order
or Restructuring Agreement.
	 
	 	     2.3.2 Cash Distribution Incentive. Each of the Executives shall
have, in addition to such rights regarding Distributable Cash, an Allowed
Administrative Claim (the “Cash Incentive Claims”) in respect of amounts
owing and unpaid to them pursuant to Section 5.2 of the Restructuring
Agreement which, except for the Reserve Amount, shall be paid to the
Executives on the Effective Date pursuant to Section 6.1.7 of this Plan.
The Reserve Amount shall be paid to the Executives from time-to-time as
provided for in the Restructuring Agreement.



     2.4. Allowed Priority Tax Claims. Each Allowed Priority Tax Claim, if
any, will be paid in full from Plan Distribution Cash the later of (i) the
Distribution Date; (ii) the tenth (10th) Business Day after the date on which
an order allowing such Claim becomes a Final Order; or (iii) such other time as
is agreed to by the holder of such Claim and the Debtors prior to the Effective
Date or the Reorganized Debtors after the Effective Date.


3. DESIGNATION OF CLASSES OF CLAIMS AND EQUITY INTERESTS



     Pursuant to this Plan and in accordance with Section 1123(a)(1) of the
Bankruptcy Code, all Claims of Creditors and the holders of Equity Securities
(except Administrative Claims, Priority Tax Claims and Preserved Ordinary
Course Administrative Claims) are placed in the Classes described below. A
Claim or Equity Security is classified in a particular Class only to the extent
that the Claim or Equity Security qualifies within the description of that
Class and is classified in other Classes only to the extent that any remainder
of the Claim or Equity Security qualifies within the description of such other
Classes. A Claim is also classified in a particular Class only to the extent
that such Claim is an Allowed Claim in that Class and has not been paid,
released or otherwise satisfied prior to the Effective Date. With respect to
Classes of Claims described as
 unimpaired under the Plan, except as otherwise provided under this Plan,
nothing shall affect the rights and legal and equitable defenses of the Estates
and Reorganized Debtors regarding such Claims classified as unimpaired under
this Plan, including but not limited to, all rights in respect of legal and
equitable defenses to setoff or recoupment against such Claims.


     3.1. Summary of Classification.



	 	 	 	 	 
	Class 1:

	 	
Priority Wage Claims


	 	Unimpaired

- no solicitation

required



16






 




	 	 	 	 	 
	Class 2:

	 	
Priority Benefit
Plan Contribution Claims


	 	Unimpaired

- no solicitation

required
	 	 	 	 	 
	Class 3:

	 	
Priority Customer Deposit
Claims


	 	Unimpaired

- no solicitation

required
	 	 	 	 	 
	Class 4:

	 	
Secured Tax Claims


	 	Unimpaired

- no solicitation

required
	 	 	 	 	 
	Class 5:

	 	
Miscellaneous Secured Claims


	 	Unimpaired

- no solicitation

required
	 	 	 	 	 
	Class 6:

	 	
Noteholder Secured Claims


	 	Impaired

- entitled to vote

- solicitation required
	 	 	 	 	 
	Class 7:

	 	
Convenience Class Claims


	 	Unimpaired

- not entitled to vote

- no solicitation
required
	 	 	 	 	 
	Class 8:

	 	
General Unsecured Claims


	 	Impaired

- entitled to vote

- solicitation required
	 	 	 	 	 
	Class 9:

	 	
Noteholder Deficiency Claims


	 	Impaired

- entitled to vote

- solicitation required
	 	 	 	 	 
	Class 10:

	 	
Intercompany Claims


	 	Impaired

- deemed to have voted no

- no solicitation
required
	 	 	 	 	 
	Class 10:

	 	
Subsidiary Equity Securities


	 	Impaired

- deemed to have voted no

- no solicitation
required
	 	 	 	 	 
	Class 12:

	 	
Old FGC Preferred Stock


	 	Impaired

- deemed to have voted no

- no solicitation
required
	 	 	 	 	 
	Class 13:

	 	
FSI Warrant Claims


	 	Impaired

- deemed to have voted no

- no solicitation
required



17






 




	 	 	 	 	 
	Class 14:

	 	
Old FGC Common Stock


	 	Impaired

- deemed to have voted no

- no solicitation
required



     3.2. Specific Classification.



		
	 	     3.2.1 Class 1: Priority Wage Claims. Class 1 consists of all
Priority Wage Claims against Debtors.
	 
	 	     3.2.2 Class 2: Priority Benefit Plan Contribution Claims. Class 2
consists of all Priority Benefit Plan Contribution Claims against
Debtors.
	 
	 	     3.2.3 Class 3: Priority Customer Deposit Claims. Class 3 consists
of all Priority Customer Deposit Claims against Debtors.
	 
	 	     3.2.4 Class 4: Secured Tax Claims. Class 4 consists of all Secured
Tax Claims against Debtors. Each holder of a Secured Tax Claim shall be
considered to be in its own separate subclass within Class 4, and each
such subclass shall be deemed to be a separate Class for purposes of this
Plan.
	 
	 	     3.2.5 Class 5: Miscellaneous Secured Claims. Class 5 consists of
all Secured Claims against Debtors, other than Secured Claims in Class 4
and Class 6. Each holder of a Miscellaneous Secured Claim shall be
considered to be in its own separate subclass within Class 5, and each
such subclass shall be deemed to be a separate Class for purposes of this
Plan.
	 
	 	     3.2.6 Class 6: Noteholder Secured Claims. Class 6 consists of the
Secured Claims of the Indenture Trustee and Noteholders under the Notes.
	 
	 	     3.2.7 Class 7: Convenience Class Claims. Class 7 consists of all
Allowed General Unsecured Claims held and controlled by a Creditor in an
aggregate amount of $25,000.00 or less, or in an aggregate amount greater
than $25,000.00, but which Creditor elects on the Ballot to reduce to an
aggregate of $25,000.00. If, at any time prior to the Effective Date, an
eligible Creditor holds or controls (whether directly or indirectly) more
than one Allowed General Unsecured Claim, the Creditor must aggregate all
such Allowed General Unsecured Claims and elect to take not more than
$25,000.00 to have such Allowed General Unsecured Claims treated in this
Class 7.
	 
	 	     3.2.8 Class 8: General Unsecured Claims. Class 8 consists of all
General Unsecured Claims against Debtors other than Class 7 Convenience
Class Claims.
	 
	 	     3.2.9 Class 9: Noteholder Deficiency Claims. Class 9 consists of
the Noteholder Deficiency Claims.
	 
	 	     3.2.10 Class 10 Intercompany Claims. Class 10 consists of all
Intercompany Claims amongst the Debtors.



18






 







		
	 	     3.2.11 Class 11: Subsidiary Equity Securities. Class 11 consists of
the Subsidiary Equity Securities all of which are held by various of
Debtors.
	 
	 	     3.2.12 Class 12: Old FGC Preferred Stock. Class 12 consists of Old
FGC Preferred Stock.
	 
	 	     3.2.13 Class 13: FSI Warrant Claims. Class 13 consists of FSI
Warrant Claims.
	 
	 	     3.2.14 Class 14: Old FGC Common Stock. Class 14 consists of Old FGC
Common Stock and any other FGC Equity Interests not addressed in this
Plan.



4. DESIGNATION OF AND PROVISIONS FOR TREATMENT OF CLASSES OF CLAIMS NOT

IMPAIRED BY THIS PLAN



     4.1. Class 1 — Priority Wage Claims. Each Allowed Priority Wage Claim, if
any, shall be paid in full from Plan Distribution Cash by the applicable
Reorganized Debtor upon the latest of: (i) the Distribution Date; (ii) such
date as may be fixed by the Bankruptcy Court; (iii) the tenth (10th) Business
Day after such Claim is Allowed, or as soon thereafter as practicable; and (iv)
such date as the holder of such Claim and the Debtors, and after the Effective
Date, the applicable Reorganized Debtor shall agree. Class 1 is unimpaired
under this Plan. Holders of Claims in Class 1 are not entitled to vote on this
Plan.


     4.2. Class 2 — Priority Benefit Plan Contribution Claims. Each Allowed
Priority Benefit Plan Contribution Claim, if any, shall be paid in full from
Plan Distribution Cash by the applicable Reorganized Debtor upon the latest of:
(i) the Distribution Date; (ii) such date as may be fixed by the Bankruptcy
Court; (iii) the tenth (10th) Business Day after such Claim is Allowed, or as
soon thereafter as practicable; and (iv) such date as the holder of such Claim,
and the Debtors, and after the Effective Date, the applicable Reorganized
Debtor shall agree. Class 2 is unimpaired under this Plan. Holders of Claims
in Class 2 are not entitled to vote on this Plan.


     4.3. Class 3 — Priority Customer Deposit Claims. Each Allowed Priority
Customer Deposit Claim, if any, shall be paid in full from Plan Distribution
Cash by the applicable Reorganized Debtor upon the latest of: (i) the
Distribution Date; (ii) such date as may be fixed by the Bankruptcy Court;
(iii) the tenth (10th) Business Day after such Claim is Allowed, or as soon
thereafter as practicable; (iv) such date as the holder of such Claim and the
Debtors, and after the Effective Date, the applicable Reorganized Debtor, shall
agree; and (v) a date when such Priority Customer Deposit Claim becomes due and
owing. Class 3 is unimpaired under this Plan. Holders of Claims in Class 3
are not entitled to vote on this Plan.


     4.4. Class 4 — Secured Tax Claims Each Allowed Secured Tax Claim shall be
paid in full from Plan Distribution Cash by the applicable Reorganized Debtor
upon the latest of: (i) the Distribution Date; (ii) such date as may be fixed
by the Bankruptcy Court; (iii) the tenth (10th)
Business Day after such Claim is Allowed, or as soon thereafter as
practicable; (iv) the date on which such Secured Tax Claim is scheduled to be
paid under applicable law or regulation; and (v) such date as the holder of
such Claim and the Debtors, and after the Effective Date, the applicable
Reorganized Debtor shall agree. Class 4 is unimpaired under this Plan.
Holders of Claims in Class 4 are not entitled to vote on this Plan.


19






 


     4.5. Class 5 — Miscellaneous Secured Claims. At the option of the
applicable Reorganized Debtors, the holder of any Allowed Secured Claim in
Class 5 shall receive one (1) of the following alternative treatments:



		
	 	     a) on the Distribution Date, or on such other date thereafter
as may be agreed to by the holder of such Claim and the Debtors or
the applicable Reorganized Debtor, as the case may be, shall
abandon the collateral securing such Claim to the holder thereof in
full satisfaction and release of such Claim; or
	 
	 	     b) on the Distribution Date, the holder of such Claim shall
receive, on account of such Claim, Plan Distribution Cash equal to
its Allowed Secured Claim or such lesser amount to which the holder
of such Allowed Secured Claim shall agree, in full satisfaction and
release of such Allowed Secured Claim.



     Class 5 is unimpaired under this Plan. Holders of Allowed Claims in Class
5 are not entitled to vote on this Plan.


     4.6. Class 7 – Convenience Class Claims. Each holder of an Allowed
Convenience Class Claim shall be paid in full from Plan Distribution Cash by
the applicable Reorganized Debtor upon the latest of: (i) the Distribution
Date; (ii) the tenth (10th) Business Day after such Claim is Allowed, or as
soon thereafter as practicable; and (iii) such date as the holder of such Claim
and Debtors or the Reorganized Debtors have agreed or shall agree.


     4.7. Interest. All unimpaired Allowed Claims in Classes 1, 2, 3 and 7
shall also be paid contemporaneous with payment of these Allowed Claims,
interest from the Petition Date at the Federal Judgment Rate.


5. DESIGNATION OF AND PROVISIONS FOR TREATMENT OF CLASSES OF CLAIMS AND

EQUITY SECURITIES IMPAIRED BY THIS PLAN



     5.1. Class 6 – Noteholder Secured Claims. The Allowed Secured Claims of
Noteholders and the Indenture Trustee are impaired and shall be treated as
follows:



		
	 	     5.1.1 Distributions. Class 6 Claims shall be satisfied by
distribution of the following to each Noteholder as of the Distribution
Record Date.




	 	 	 
	a)	 	
the conditional receipt pursuant to
bankruptcy-court order, from the Petition Date through the
date hereof, of Distributable Cash;
	b)	 	
the granting of the releases set forth in Section
10.6, which make unconditional and indefeasible the
distributions of Distributable Cash during these cases; and
	c)	 	
the receipt of a portion of all of the New Common
Stock equal to the Collateral Value Percentage; each holder of
a Class 6 Claim shall receive its Pro Rata share of such New
Common Stock



20






 




		
	 	     5.1.2 Cash Option for Bondholders. Each holder of a Class 6 Claim
that has elected its Ballot to receive the cash payment contemplated by
Section 8.4 shall not receive the distribution on New Common Stock
contemplated by Section 5.1.1(c)



     5.2. Class 8 — General Unsecured Claims. Each holder of an Allowed
General Unsecured Claim shall receive Plan Distribution Cash equivalent to 20%
of its Allowed General Unsecured Claim upon the latest of: (i) the Distribution
Date; (ii) the tenth (10th) Business Day after such Claim is Allowed, or as
soon thereafter as practicable; and (iii) such date as the holder of such Claim
and applicable Debtor or the Reorganized Debtor has agreed or shall agree.


     5.3. Class 9 – Noteholder Deficiency Claims.



		
	 	     5.3.1 Distributions. Class 9 Claims shall be satisfied by the
receipt of all of the New Common Stock that is not distributable to
holders of Class 6 Claims. Each holder of a Class 9 Claim shall receive
its Pro Rata share of such New Common Stock.
	 
	 	     5.3.2 Cash Option for Bondholders. Each holder of a Class 9 Claim
that has elected on its Ballot to receive the cash payment contemplated
by Section 8.4 shall not receive the distribution of New Common Stock
contemplated by Section 5.3.1.



     5.4. Class 10 – Intercompany Claims. All Intercompany Claims in existence
on the Effective Date shall be extinguished and none of the Debtors shall
receive any consideration from any other Debtor as a result of any Intercompany
Claim.


     5.5. Class 11 — Subsidiary Equity Interests. All Subsidiary Equity
Interests (except for the FRI Equity Interest) and the FSI Equity Interest
shall be canceled and terminated without any further act or action under any
applicable agreement, law, regulation, order or rule.


     5.6. Class 12 — Old FGC Preferred Stock. Holders of Old FGC Preferred
Stock shall receive nothing for their Old FGC Preferred Stock, and the Old FGC
Preferred Stock shall be canceled and extinguished without further act or
action under any applicable agreement, law, regulation, order or rule.


     5.7. Class 13 – FSI Warrant Claims. Holders of FSI Warrant Claims shall
receive nothing for their FSI Warrant Claims, and the FSI Warrants shall be
canceled and extinguished without further act or action under any applicable
agreement, law, regulation, order or rule.


     5.8. Class 14 – Old FGC Common Stock. Holders of Old FGC Common Stock and
any remaining FGC Equity Securities shall receive nothing for their Old FGC
Common Stock and remaining FGC Equity Securities, and the Old FGC Common Stock
shall be canceled and extinguished without further act or action under any
applicable agreement, law, regulation, order or rule. Nothing contained herein
shall affect the right of a holder of Old FGC Common Stock to receive other
consideration elsewhere under this Plan or through Final Orders of the
Bankruptcy Court not related to the Old FGC Common Stock.


6. MEANS FOR IMPLEMENTATION OF PLAN



     6.1. Plan Implementation Steps Occurring on Effective Date. On the
Effective Date, all of the assets of each Debtor’s Estate, including all causes
of action and avoidance actions, shall


21






 




be preserved and shall revest in the
Debtors free and clear of all liens, claims and encumbrances, and then the
following events shall occur in the following sequence:



		
	 	     6.1.1 Mergers to Simplify Corporate Structure. FGC shall cause all
subsidiaries of FGC, including debtors and nondebtors, except FSI and
FRI, to be merged with and into FSI pursuant to NRS Chapter 92A, with FSI
being the surviving entity in the mergers. On or before the Effective
Date, FGC shall cause to be executed, and shall cause to be filed with
the Nevada Secretary, the articles of merger and any related documents
required for such mergers to be effective at the earliest time reasonably
practicable on the Effective Date.
	 
	 	     6.1.2 Mergers to Convert New Corporations to Delaware Corporations.
On or before the Effective Date, New FGC shall be formed. On the
Effective Date, FGC shall merge with and into New FGC with New FGC being
the surviving corporation, and then New FGC shall change its name to
“Fitzgeralds Gaming Corporation.” On or before the Effective Date, FSI
shall form FLI, and on the Effective Date, following the mergers
contemplated by Section 6.1.1, FSI shall merge with and into FLI, with
FLI being the surviving corporation.
	 
	 	     6.1.3 New Common Stock. On the Effective Date, Reorganized FGC
shall have one million (1,000,000) shares of New Common Stock authorized
of which two hundred five thousand (205,000) shares shall be issued and
outstanding, all of which shares of New Common Stock shall, in accordance
with this Plan, be issued to the Disbursing Agent in accordance with this
Plan.
	 
	 	     6.1.4 Reorganized FGC. As of the Effective Date, the certificates
of Reorganized FGC shall be substantially in the forms of the Reorganized
FGC Articles and Reorganized FGC By-Laws, which provide for, among other
things, the authorization of any and all acts necessary to effectuate
this Plan including, without limitation, the issuance of the New Common
Stock. Such restated certificate of incorporation and by-laws shall also
provide: (i) to the extent required by Section 1123(a) and (b) of the
Bankruptcy Code, for a provision prohibiting the issuance of non-voting
equity securities; and (ii) for the board of directors of Reorganized FGC
to be comprised of three (3) directors, to be initially nominated by the
Informal Committee no later than five (5) days prior to the commencement
of the Confirmation Hearing. The initial members of the board of
directors of Reorganized FGC shall serve until such directors, or their
successors are elected at a properly noticed and constituted
stockholders’ meeting of Reorganized FGC. After the Effective Date,
Reorganized FGC may amend and restate the Reorganized FGC Articles and
Reorganized FGC By-Laws as permitted by applicable law.
	 
	 	     6.1.5 Reorganized FRI. As of the Effective Date, the certificates
of incorporation and bylaws of Reorganized FRI shall be amended
substantially in the forms of the Reorganized FRI Articles and
Reorganized FRI By-Laws, which provide for, among other things, the
authorization of any and all acts necessary to effectuate this Plan.
Such certificates of incorporation and by-laws shall also provide to the
extent required by Section 1123(a) and (b) of the Bankruptcy Code, for a
provision prohibiting the issuance of non-voting equity securities.
After the Effective Date, Reorganized FRI may amend and restate



22






 





		
	 	the
Reorganized FRI Articles and Reorganized FRI By-Laws as permitted by
applicable law.
	 
	 	     6.1.6 Reorganized FLI. As of the Effective Date, the certificate of
incorporation and bylaws of Reorganized FLI shall be substantially in the
forms of the Reorganized FLI Articles and Reorganized FLI By-Laws, which
provide for, among other things, the authorization of any and all acts
necessary to effectuate this Plan. Such certificate of incorporation and
by-laws shall also provide, to the extent required by Section 1123(a) and
(b) of the Bankruptcy Code, for a provision prohibiting the issuance of
non-voting equity securities. After the Effective Date, Reorganized FLI
may amend and restate the Reorganized FLI Articles and Reorganized FLI
By-Laws as permitted by applicable law
	 
	 	     6.1.7 Plan Distribution Cash. The Plan Distribution Cash shall be
delivered to Reorganized FGC or Reorganized FLI, as appropriate to be
paid in accordance with this Plan and the Restructuring Agreement.
	 
	 	     6.1.8 Senior Management. On the Effective Date, Reorganized FGC
shall pay from Plan Distribution Cash all monies due but not yet paid in
accordance with the Restructuring Agreement, Compensation Order and the
Senior Management Incentive Program, including the Retention Payments and
Cash Incentive Claims to the extent not previously paid and not subject
to further reserve.
	 
	 	     6.1.9 Distributions. All funds or other property received or
retained by Reorganized Debtors shall be applied and distributed in
accordance with the Plan.



     6.2. Determination of Plan Distribution Cash. The Debtors shall determine
the necessary amount of Plan Distribution Cash with the consent of the Informal
Committee (not to be unreasonably withheld) as provided for in the
Restructuring Agreement. In the event agreement cannot be reached between the
Debtors and the Informal Committee prior to the Effective Date, the Bankruptcy
Court shall determine the amount of Plan Distribution Cash.


     6.3. Notice of Effectiveness. When all of the Steps contemplated by
Section 6.1 have been completed, the Reorganized Debtors shall file with the
Bankruptcy Court and serve upon all holders of claims and all potential holders
of Administrative Claims known to the Debtors (whether or not disputed), a
Notice of Effective Date of Plan. The Notice of Effective Date of Plan shall
include notice of the Administrative Claim Bar Date.


     6.4. No Corporate Action Required.. As of the Effective Date: (i) the
adoption or approvals of the mergers set forth in Section 6.1.1 and 6.1.2;
(ii) the adoption of the Reorganized FGC Articles, Reorganized FGC By-Laws,
Reorganized FRI Articles, Reorganized FRI By-Laws, Reorganized FLI Articles,
Reorganized FLI By-Laws or similar constituent documents for Reorganized
Debtors; (iii) the initial selection of directors and officers for Reorganized
Debtors; (iv) the adoption, execution, delivery and implementation of all
contracts, leases, instruments, releases and other agreements related to or
contemplated by this Plan; (v) the revesting or transfer of Estate assets
provided for in this Plan; and (vi) the other matters provided for under or in
furtherance of this Plan involving corporate action to be taken by or
required of the Debtors or Reorganized Debtors shall be deemed to have
occurred and be effective as provided herein, and shall be authorized and
approved in all respects without further order of the Bankruptcy Court or


23






 




any requirement of further action by the stockholders or directors of the Debtors
and Reorganized Debtors. As of the Effective Date, the term of each of the
officers and directors of the Debtors not continuing in office, if any, shall
terminate pursuant to the Confirmation Order without any further action by the
stockholders or directors of the Debtors or Reorganized Debtors.


     6.5. Directors and Officers. On the Effective Date, the operation of
Reorganized FGC, Reorganized FLI and Reorganized FRI shall become the general
responsibility of their respective boards of directors, which shall thereafter
have responsibility for the management, control and operation of Reorganized
FGC, Reorganized FLI and Reorganized FRI in accordance with this Plan,
applicable law, the Reorganized FGC Articles, Reorganized FGC By-Laws,
Reorganized FLI Articles, Reorganized FLI By-Laws, Reorganized FRI Articles and
Reorganized FRI By-Laws and payment of all remaining Allowed Claims and payment
due pursuant to the Senior Management Incentive Program pursuant to this Plan.
All the directors and executive officers of Reorganized FGC, Reorganized FLI
and Reorganized FRI shall be deemed to have been elected or appointed, as the
case may be, pursuant to the Confirmation Order, but shall not take office
until the Effective Date. The terms of those directors and officers not
continuing in office after the Effective Date, if any, shall be deemed expired
as of the Effective Date pursuant to the Confirmation Order. Reorganized
Debtors shall provide such officers and directors with errors and omissions
insurance coverage by tail policy, prior-acts endorsement to the Reorganized
FGC policy or any other policy provision chosen by the Informal Committee for a
period of not less than one year after the Effective Date similar to that
provided such officers and directors as of the Confirmation Date. The existing
directors of Debtors should they choose to do so, will continue to serve as
directors of Debtors from and after the Confirmation Date until the Effective
Date. During the period from the Confirmation Date until the Effective Date,
but not beyond the Effective Date, all the existing outside directors of
Debtors will continue to be compensated at their present levels for so long as
they continue to serve as directors of Debtors.


     6.6. Informal Committee. Any consent, waiver or other action pursuant to
this Plan to be given by, or power conferred on, the Informal Committee shall
be exercised by a vote of members of the Informal Committee who in the
aggregate own, beneficially own or have investment discretion with respect to
Notes comprising at least a majority of the outstanding principal amount of the
Notes. There shall be no requirement of a meeting or notice to all Noteholders
or Informal Committee members as a prerequisite to such a vote, and the vote
may be by written consent of sufficient members of the Informal Committee.


     6.7. Duties of Indenture Trustee. Not later than the eleventh day after
entry of the Confirmation Order, the Indenture Trustee shall provide to the
Debtors and the Informal Committee a list of all bondholders, including
beneficial holders to the extent that the Indenture Trustee can reasonably
determine them. On the Effective Date the Indenture Trustee shall be cancelled
and the Indenture Trustee shall have no further duties thereunder.


7. EXECUTORY CONTRACTS AND UNEXPIRED LEASES



     7.1. Executory Contracts. All executory contracts and unexpired leases
that both exist on the Confirmation Date and are set forth on the schedule of
assumed executory contracts and
unexpired leases attached to this Plan as Schedule 7.1, shall be deemed
assumed by the applicable Reorganized Debtor on the Effective Date. Schedule
7.1 may be modified by the Debtors at the


24






 




 direction of the Informal Committee
up to the Effective Date, with notice to the non-debtor party to the contract
affected by such modification.


     7.2. Approval of Assumption or Rejection. Entry of the Confirmation Order
shall constitute as of the Effective Date: (i) approval, pursuant to Bankruptcy
Code Section 365(a), of the assumption by the applicable Reorganized Debtor of
each executory contract and unexpired lease listed on Schedule 7.1, and (ii)
authorization for the Reorganized Debtors to reject each executory contract and
unexpired lease to which any of the Debtors are parties and which is not listed
on Schedule 7.1 and neither assumed, assumed and assigned nor rejected by
separate order prior to the Effective Date. Unless they file an objection to
the assumption prior to the Confirmation Hearing, each counterparty to an
executory contract or unexpired lease on Schedule 7.1 shall be deemed to have
consented to such assumption. Notwithstanding anything contained herein to the
contrary, up to the Confirmation Date the Debtors, at the direction of the
Informal Committee, shall add to or delete from Schedule 7.1 any executory
contract or unexpired lease.


     7.3. Cure of Defaults. Unless they file an objection to the assumption of
an executory contract or unexpired lease assumed pursuant to Section 7.1 of
this Plan prior to the Confirmation Hearing specifically asserting a required
cure payment, each executory contract or unexpired lease listed on Schedule 7.1
may be assumed by the Reorganized Debtors without the payment of any cure
amount. The applicable Reorganized Debtor shall Cure any defaults respecting
each executory contract or unexpired lease assumed pursuant to Section 7.1 of
this Plan upon the latest of (i) the Effective Date or as soon thereafter as
practicable; (ii) such dates as may be fixed by the Bankruptcy Court or agreed
upon by the Debtors, with the consent of the Informal Committee and after the
Effective Date, the applicable Reorganized Debtor; or (iii) the tenth (10th)
Business Day after the entry of a Final Order resolving any dispute regarding
(a) a Cure amount; (b) the ability of the applicable Reorganized Debtor to
provide “adequate assurance of future performance” under the executory contract
or unexpired lease assumed pursuant to this Plan in accordance with Section
365(b)(1) of the Bankruptcy Code; or (c) any matter pertaining to assumption,
assignment or the Cure of a particular executory contract or an unexpired
lease.


     7.4. Post-Petition Date Contracts and Leases. Subject to the
Administrative Claim Bar Date, Executory contracts and unexpired leases entered
into and other obligations incurred after the Petition Date by the Debtors
shall be performed by the applicable Reorganized Debtor in the ordinary course
of its business.


     7.5. Restructuring Agreement. Entry of the Confirmation Order shall
constitute authorization for the assumption on the Effective Date by
Reorganized Debtors of the (a) Restructuring Agreement to the extent
obligations and rights contained therein remain unperformed and (b) the Risk
Management Contracts existing as of the Effective Date.


     7.6. Bar Date. All proofs of Claims with respect to Claims arising from
the rejection of any executory contract or unexpired lease shall be filed with
Fitzgeralds Gaming Corporation, c/o Ropes & Gray, One International Place,
Boston, Massachusetts 02110, Attention: Don S. DeAmicis and D. Ross Martin, not
later than the earlier of the 30th day after the entry of the order approving
rejection of an executory contract or unexpired lease or the 30th day after the
Effective Date. Any Claim not filed within such time shall be forever barred.
Notwithstanding the above,
the bar date for Scout Development shall be the 30th day after the
Effective Date pursuant to Court order.


25






 


     7.7. Indemnification Obligations. Any obligations of the Debtors to
indemnify any officer, director or employee serving as a fiduciary of any
employee benefit plan or program of the Debtors, pursuant to charter, by-laws,
contract or applicable state law shall be deemed to be, and shall be treated
as, an executory contract and rejected by Debtors on the Effective Date.


8. MANNER OF DISTRIBUTION OF PROPERTY UNDER THIS PLAN



     8.1 Surrender of Securities or Debt Instruments. On or before the
Distribution Date, or as soon as practicable thereafter, each Noteholder shall
surrender the Notes evidencing its Allowed Noteholder Deficiency Claim to the
Indenture Trustee as the Disbursing Agent for the Class 6 and 9 Claims. No
distribution of property hereunder shall be made to or on behalf of any such
Noteholder unless and until the Notes are delivered to the Indenture Trustee or
the unavailability of such Notes is reasonably established to the satisfaction
of Reorganized FGC. In the event any Noteholder seeks to establish the
unavailability of the Note evidencing such Allowed Noteholder Deficiency Claim,
Reorganized FGC shall, within thirty (30) Business Days after receipt of the
Noteholder’s evidence of unavailability and statement of indemnity of
Reorganized FGC, (i) provide the Noteholder, in writing, with a detailed
description regarding the rejection of such evidence and statement of
indemnity; or (ii) deliver to the Indenture Trustee a notice of compliance and
distribute to such Noteholder any amounts distributable from Reorganized FGC.
Any such Noteholder who fails to surrender or cause to be surrendered such
Notes or fails to execute and deliver an affidavit of loss and indemnity
reasonably satisfactory to Reorganized FGC prior to the second anniversary of
the Effective Date, shall be deemed to have forfeited all rights and claims in
respect of such Notes and shall not participate in any distribution hereunder,
and all property in respect of such forfeited distribution, including interest
accrued thereon, shall revert to Reorganized FGC notwithstanding any federal or
state escheat laws to the contrary.


     8.2 Distribution Record Date. At the close of business on the
Distribution Record Date, the transfer ledgers of the Indenture Trustee shall
be closed, and there shall be no further changes to the record of Noteholders.
Reorganized FGC and the Indenture Trustee shall have no obligation to recognize
any transfer of such Notes occurring after the Distribution Record Date. The
Indenture Trustee and Reorganized FGC shall be entitled instead to recognize
and deal for all purposes hereunder with only those Noteholders stated on the
transfer ledgers as of the close of business on the Distribution Record Date.


     8.3 Delivery of Distributions. Distribution of property shall be made by
the Indenture Trustee to Noteholders at the addresses contained in the official
records of the Indenture Trustee. If any Noteholder’s distribution is returned
as undeliverable, no further distributions to such Noteholder shall be made
unless and until the Indenture Trustee and Reorganized FGC are notified of such
Noteholder’s then current address, at which time all missed distributions shall
be made to such Noteholder without interest. Undeliverable distributions shall
be returned to the Indenture Trustee until such distributions are claimed. All
claims for undeliverable distributions shall be made on or before the second
anniversary of the Effective Date. After such date, all unclaimed property
shall revert to Reorganized FGC and the claim of any Noteholder or successor to
such Noteholder with respect to such property shall be discharged and forever
barred notwithstanding any federal or state escheat laws to the contrary.


     8.4 Cash Option for Bondholders. Each holder of a Class 6 and Class 9
Claim may indicate on its Ballot its election to receive a cash distribution in
lieu of distributions of New


26






 




 Common Stock. Any such electing holder shall, in
lieu of all distributions that it would otherwise be entitled to receive
pursuant to Section 5.1.1(c) and 5.3.1, receive $30.00 per $1000 face amount of
Notes owned by such holder. The New Common Stock that would have been
distributed to such electing holders shall instead be sold pursuant to the
Commitment Agreement.


9. CONDITIONS PRECEDENT TO CONFIRMATION AND THE EFFECTIVE DATE



     9.1. Conditions to Confirmation. The following are conditions precedent
to confirmation of this Plan:



	 	 	 
	a)	 	
The Confirmation Order shall have been entered
and be in form and substance reasonably acceptable to the
Debtors and the Informal Committee; and
	b)	 	
Since March 7, 2003, there shall have been no
Consenting Noteholder Default, Debtor Default or Senior
Management Default under the Restructuring Agreement, which
default has not been waived pursuant to such agreement, and
there shall have been no termination upon condition subsequent
of the Restructuring Agreement.



     9.2. Conditions to Effectiveness. The following are conditions precedent
to the occurrence of the Effective Date:



	 	 	 
	a)	 	
The Confirmation Order shall be a Final Order,
except that Debtors reserve the right, with the consent of the
Informal Committee, to cause the Effective Date to occur
notwithstanding the pendency of an appeal of the Confirmation
Order;
	b)	 	
No request for revocation of the Confirmation
Order under Section 1144 of the Bankruptcy Code shall have
been made, or, if made, shall remain pending, including any
appeal;
	c)	 	
All documents necessary to implement the
transactions contemplated by this Plan shall be in form and
substance reasonably acceptable to the Debtors and the
Informal Committee; and
	d)	 	
Sufficient Plan Distribution Cash is set aside,
reserved and withheld to make the distributions required by
the Bankruptcy Code and this Plan.



     9.3. Waiver of Conditions. The Conditions to Confirmation and Conditions
to Effectiveness may be waived in whole or in part by the Debtors and the
Informal Committee at any time, without notice, an order of the Bankruptcy
Court or any further action other than proceeding to Confirmation and
consummation of the Plan.


10. TITLE TO PROPERTY; DISCHARGE; INJUNCTION



     10.1. Revesting of Assets. [INTENTIONALLY OMITTED].


27






 


     10.2. Preservation of Litigation Claims. In accordance with Section
1123(b)(3) of the Bankruptcy Code, and except as otherwise expressly provided
herein, all Litigation Claims shall be retained by the applicable Reorganized
Debtor.


     10.3. Discharge. Except as provided in this Plan or the Confirmation
Order, the rights afforded under this Plan and the treatment of Claims and
Equity Securities under this Plan shall be in exchange for and in complete
satisfaction, discharge and release of all Claims and termination of all Equity
Securities, including any interest accrued on Claims from the Petition Date.
Except as provided in this Plan or the Confirmation Order, upon the Effective
Date, Confirmation shall: (a) discharge the Debtors and Reorganized Debtors
from all Claims or other debts that arose before the Confirmation Date
including all Claims arising under and related to the Notes and all debts of
the kind specified in Sections 502(g), 502(h) or 502(i) of the Bankruptcy Code,
whether or not: (i) a proof of Claim based on such debt is filed or deemed
filed pursuant to Section 501 of the Bankruptcy Code; (ii) a Claim based on
such debt is allowed pursuant to Section 502 of the Bankruptcy Code; or (iii)
the holder of a Claim based on such debt has accepted this Plan; and (b)
terminate all interest and other rights of holders of Equity Securities in the
Debtors.


     10.4. Injunction. From and after the Effective Date, and except as
provided in this Plan and the Confirmation Order, all entities that have held,
currently hold or may hold a Claim or other debt or liability or an Equity
Security or other right of an Equity Security holder that is terminated
pursuant to the terms of this Plan are permanently enjoined from taking any of
the following actions on account of any such Claims, debts or liabilities or
terminated Equity Security or rights: (i) commencing or continuing in any
manner any action or other proceeding against the Reorganized Debtors or their
respective properties; (ii) enforcing, attaching, collecting or recovering in
any manner any judgment, award, decree or order against the Reorganized Debtors
or their respective properties; (iii) creating, perfecting or enforcing any
Lien or encumbrance against the Reorganized Debtors or their respective
properties; (iv) asserting a setoff, right of subrogation or recoupment of any
kind against any debt, liability or obligation due to the Reorganized Debtors
or their respective properties; and (v) commencing or continuing any action, in
any manner or any place, that does not comply with or is inconsistent with the
provisions of this Plan or the Bankruptcy Code. By accepting distributions
pursuant to this Plan, each holder of an Allowed Claim receiving distributions
pursuant to this Plan will be deemed to have specifically consented to the
injunction set forth in this section.


     10.5. Exculpation. From and after the Effective Date, none of Debtors,
the Reorganized Debtors, or the Informal Committee nor any of their respective
present or former members, directors, officers, managers, employees, advisors,
attorneys or agents, shall have or incur any liability to any holder of a Claim
or Equity Security or any other party in interest, or any of their respective
agents, employees, representatives, financial advisors, attorneys or
Affiliates, or any of their successors or assigns, for any act or omission in
connection with, relating to, or arising out of, the Chapter 11 Cases, 363
Motion, the pursuit of confirmation of this Plan or the consummation of this
Plan, except for (i) under the Restructuring Agreement to the extent assumed by
the Reorganized Debtors, (ii) violations of the Risk Management Contracts,
(iii) gross negligence and (iv) willful misconduct, and in all respects shall
be entitled to reasonably rely upon the advice of counsel with respect to their
duties and responsibilities under this Plan or in the context of the Chapter 11
Cases. No holder of a Claim or Equity Security, nor any other party in
interest,
including their respective agents, employees, representatives, financial
advisors, attorneys or Affiliates, shall have any right of action against
Debtors, the Reorganized Debtors, the Informal


28






 




 Committee or any of their
respective present or former members, officers, directors, managers, employees,
advisors, attorneys or agents, for any act or omission in connection with,
relating to, or arising out of, the Chapter 11 Cases, the pursuit of
confirmation of this Plan, the consummation of this Plan or the administration
of this Plan, except for (i) their willful misconduct or gross negligence, (ii)
matters specifically contemplated by this Plan and (iii) any liability of an
attorney to its client not subject to exculpation under the Bankruptcy Code.


     10.6. Release. As part of the distributions to holders of Class 6 Claims
under this Plan, each Person who has been a record owner or beneficial owner of
Notes, any direct or indirect securities intermediary (including The Depository
Trust Company) for such an owner, the Indenture Trustee and any of their
advisers, is hereby released, as of the Effective Date, from all claims and
causes of action, including avoidance actions, that the Debtors or their
Estates had, have or may in the future have to recover any payments made in
respect of the Notes, including payments of fees of professionals retained by
the Informal Committee.


11. RETENTION OF JURISDICTION



     11.1. Jurisdiction. Notwithstanding the entry of the Confirmation Order
and the occurrence of the Effective Date, the Bankruptcy Court shall retain
such jurisdiction over the Chapter 11 Cases and the Reorganized Debtors after
the Effective Date as is legally permissible, including jurisdiction to:



	 	 	 
	a)	 	
Allow, disallow, determine, liquidate, classify,
estimate or establish the priority or secured or unsecured
status of any Claim or Disputed Claim, including 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 Disputed Claims;
	b)	 	
Grant or deny any applications for allowance of
compensation or reimbursement of expenses authorized pursuant
to the Bankruptcy Code or this Plan for periods ending on or
before the Effective Date;
	c)	 	
Resolve any matters related to the assumption,
assignment or rejection of any executory contract or unexpired
lease to which the Debtors or the Reorganized Debtors are
party and to hear, determine and, if necessary, liquidate, any
Claims arising therefrom or cure amounts related thereto;
	d)	 	
Ensure that distributions to holders of Allowed
Claims and New Common Stock are accomplished pursuant to the
provisions of this Plan;
	e)	 	
Decide or resolve any motions, adversary
proceedings, contested or litigated matters and any other
matters and grant or deny any applications or motions
involving the Debtors or the Reorganized Debtors that may be
pending on the Effective Date;
	f)	 	
Enter such orders as may be necessary or
appropriate to implement or consummate the provisions of this
Plan and all contracts, instruments,
releases and other agreements or documents created in
connection with the



29






 




	 	 	 
	 	 	
Restructuring Agreement, this Plan, the
Disclosure Statement or the Confirmation Order, except as
otherwise provided herein;
	g)	 	
Decide or resolve any cases, controversies, suits
or disputes that may arise in connection with the
consummation, interpretation or enforcement of a 363 Order,
the Restructuring Agreement, Final Order, this Plan or the
Confirmation Order or any Person’s obligations incurred in
connection with a 363 Order, the Restructuring Agreement,
Final Order, this Plan or the Confirmation Order;
	h)	 	
Modify this Plan before or after the Effective
Date pursuant to Section 1127 of the Bankruptcy Code or modify
any contract, instrument, release or other agreement or
document created in connection with this Plan or the
Disclosure Statement or the Confirmation Order; or remedy any
defect or omission or reconcile any inconsistency in any
Bankruptcy Court order, this Plan or the Confirmation Order or
any contract, instrument, release or other agreement or
document created in connection with this Plan or the
Disclosure Statement of the Confirmation Order, in such manner
as may be necessary or appropriate to consummate this Plan, to
the extent authorized by the Bankruptcy Code;
	i)	 	
Issue injunctions, enter and implement other
orders or take such other actions as may be necessary or
appropriate to restrain interference by any person with
consummation, implementation or enforcement of a 363 Order,
Final Order, this Plan or Confirmation Order, except as
otherwise provided herein;
	j)	 	
Enter and implement such orders as are necessary
or appropriate if a Final Order, 363 Order or the Confirmation
Order is for any reason modified, stayed, reversed, revoked or
vacated;
	k)	 	
Determine any other matters that may arise in
connection with or relate to this Plan, Final Order, 363
Order, the Disclosure Statement, the Confirmation Order, or
any contract, instrument, release or other agreement or
document created in connection with this Plan, the Disclosure
Statement, Final Order, 363 Order, or Confirmation Order
except as otherwise provided herein;
	l)	 	
Enter an order closing the Chapter 11 Cases;
	m)	 	
Hear and decide Litigation Claims and continue to
hear and decide pending Litigation Claims and any other claim
or cause of action of Debtors and the Reorganized Debtors; and
	n)	 	
Decide or resolve any matter over which the
Bankruptcy Court has jurisdiction pursuant to Section 505 of
the Bankruptcy Code.



30






 



12. MODIFICATION AND AMENDMENT OF PLAN; ALTERNATIVE TRANSACTIONS



     12.1. Modification and Amendment. Prior to Confirmation, Debtors may,
with the consent of the Informal Committee, alter, amend, or modify this Plan
under Section 1127(a) of the Bankruptcy Code at any time. After the
Confirmation Date and prior to substantial consummation of this Plan as defined
in Section 1101(2) of the Bankruptcy Code, Debtors may, under Section 1127(b),
(c) and (d) of the Bankruptcy Code and with consent of the Informal Committee,
alter, amend or modify this Plan or institute proceedings in the Bankruptcy
Court to remedy any defect or omission or reconcile any inconsistencies in this
Plan, the Disclosure Statement or the Confirmation Order, to make appropriate
adjustments and modifications to this Plan or the Confirmation Order as a
result of comments or actions of the SEC or Gaming Authorities, and such
matters as may be necessary to carry out the purposes and effects of this Plan
so long as such proceedings do not materially adversely affect the treatment of
holders of Claims under this Plan.


13. MISCELLANEOUS



     13.1. Filing of Objections to Claims. After the Effective Date,
objections to Claims shall be made and objections to Claims made previous
thereto shall be pursued by the Reorganized Debtors or any other party properly
entitled to do so after notice to the Reorganized Debtors and approval by the
Bankruptcy Court. Any objections made after the Effective Date shall be filed
and served not later than ninety (90) days after the Effective Date; provided,
however, that such period may be extended by order of the Bankruptcy Court for
good cause shown.


     13.2. Resolution of Objections After Effective Date; Distributions



		
	 	     13.2.1. Resolution of Objections. From and after the Effective Date,
the Reorganized Debtors may litigate to judgment, propose settlements of,
or withdraw objections to, all pending or filed Disputed Claims and
except for Disputed Claims and Avoidance Actions regarding the Indenture
Trustee, Noteholders, Indenture Trustee Professionals or Informal
Committee Professionals, the Reorganized Debtors may settle or
compromise any Disputed Claim without notice and a hearing and without
approval of the Bankruptcy Court.
	 
	 	     13.2.2. Distributions. In order to facilitate distributions to
holders of Allowed Claims, and if and to the extent there are Disputed
Claims in any Class, the Disbursing Agent shall set aside in a separate
designated reserve account the payments or distributions applicable to
such Disputed Claims as if such Disputed Claims were Allowed Claims,
pending the allowance or disallowance of such Disputed Claims. In the
event that the Reorganized Debtors wish to deposit or hold a lesser
amount than required herein and is unable to reach an agreement with the
holder of the Disputed Claim or the Disbursing Agent, as the case may be,
on the amount to be deposited or held, the Bankruptcy Court shall fix the
amount after notice and hearing. Upon Final Order with respect to a
Disputed Claim, the holder of such Disputed Claim, to the extent it has
been determined to be an Allowed Claim, shall receive from the Disbursing
Agent that payment or distribution to which it would have been entitled
if the portion of the Claim so allowed had been allowed as of the
Effective Date. Such payment or distribution shall be made as soon as
practical
after the order allowing the Claim has become a Final Order. The
balance of the amount



31






 





		
	 	held by the Disbursing Agent after such payment
applicable to a previously Disputed Claim that has been disallowed in
whole and in part, shall be returned to the Reorganized Debtors.
	 
	 	     13.2.3. Late-Filed Claims. No claim filed after the Bar Date or, as
applicable, the Administrative Claim Bar Date, shall be allowed, and all
such Claims are hereby disallowed in full. After the Bar Date or the
Administrative Bar Date, as applicable, no Creditor shall be permitted to
amend any claim to increase the claimed amount; and any such amendment
shall be disallowed to the extent of the late-filed increase in the
claimed amount.



     13.3. Effectuating Documents; Further Transactions; Timing. Each officer
of the Debtors and Reorganized Debtors is authorized to execute, deliver, file
or record such contracts, instruments, releases and other agreements or
documents and to take such actions as may be necessary or appropriate to
effectuate and further evidence the terms and conditions of this Plan and any
securities issued, transferred or canceled pursuant to this Plan. The Debtors
and Reorganized Debtors are authorized and directed to do such acts and execute
such documents as are necessary to implement this Plan.


     13.4. Exemption from Transfer Taxes. Pursuant to Section 1146(c) of the
Bankruptcy Code, (i) the issuance, distribution, transfer or exchange of Estate
property; (ii) the creation, modification, consolidation or recording of any
deed of trust or other security interest, the securing of additional
indebtedness by such means or by other means in furtherance of, or connection
with this Plan or the Confirmation Order; (iii) the making, assignment,
modification or recording of any lease or sublease; or (iv) the making,
delivery or recording of a deed or other instrument of transfer under, in
furtherance of, or in connection with, this Plan, Confirmation Order or any
transaction contemplated above, or any transactions arising out of,
contemplated by or in any way related to the foregoing shall not be subject to
any document recording tax, stamp tax, conveyance fee, intangibles or similar
tax, mortgage tax, stamp act or real estate transfer tax, mortgage recording
tax or other similar tax or governmental assessment and the appropriate state
of local government officials or agents shall be, and hereby are, directed to
forego the collection of any such tax or assessment and to accept for filing or
recordation any of the foregoing instruments or other documents without the
payment of any such tax or assessment.


     13.5. Revocation or Withdrawal of this Plan. The Debtors reserve the
right to revoke or withdraw this Plan as to any one or all of Debtors at any
time prior to the Confirmation Date. If this Plan is withdrawn or revoked,
then this Plan shall be deemed null and void and nothing contained herein shall
be deemed to constitute a waiver or release of any Claims by or against the
Debtors or any other Person nor shall the withdrawal or revocation of this Plan
prejudice in any manner the rights of the Debtors or any Person in any further
proceedings involving the Debtors. In the event this Plan is withdrawn or
revoked, nothing set forth herein shall be deemed an admission of any sort and
this Plan and any transaction contemplated thereby shall not be admitted into
evidence in any proceeding.


     13.6. Binding Effect. This Plan shall be binding upon, and shall inure to
the benefit of, the Debtors and the holders of all Claims and Equity Securities
and their respective successors and assigns.


     13.7. Governing Law. Except to the extent that the Bankruptcy Code or
other federal law is applicable or as provided in any contract, instrument,
release or other agreement entered into


32






 




 in connection with this Plan or in any
document which remains unaltered by this Plan, the rights, duties and
obligations of the Debtors and any other Person arising under this Plan shall
be governed by, and construed and enforced in accordance with, the internal
laws of the State of Nevada without giving effect to Nevada’s choice of law
provisions.


     13.8. Modification of Payment Terms. Reorganized Debtors reserve the
right to modify the treatment of any Allowed Claim in any manner adverse only
to the holder of such Allowed Claim at any time after the Effective Date upon
the prior written consent of the holder whose Allowed Claim treatment is being
adversely affected.


     13.9. Providing for Claims Payments. Except for the Indenture Trustee and
Noteholders in Classes 6 and 9, distributions to holders of Allowed Claims
shall be made by the Disbursing Agent: (i) at the addresses set forth on the
proofs of Claim filed by such holders (or at the last known addresses of such
holders if no proof of Claim is filed or if the Debtor has been notified of a
change of address); (ii) at the addresses set forth in any written notices of
address changes delivered to the Disbursing Agent after the date of any related
proof of Claim; or (iii) at the addresses reflected in the Schedules if no
proof of Claim has been filed and the Disbursing Agent has not received a
written notice of a change of address. If any holder’s distribution is
returned as undeliverable, no further distributions to such holder shall be
made unless and until the Disbursing Agent is notified of such holder’s then
current address, at which time all missed distributions shall be made to such
holder without interest. Amounts in respect of undeliverable distributions
made through the Disbursing Agent shall be returned to Reorganized Debtors
until such distributions are claimed. All claims for undeliverable
distributions shall be made on or before the second anniversary of the
Effective Date. After such date, all unclaimed property shall revert to
Reorganized Debtors and the Claim of any holder or successor to such holder
with respect to such property shall be discharged and forever barred
notwithstanding any federal or state escheat laws to the contrary. Nothing
contained in this Plan shall require the Debtors, Reorganized Debtors or the
Disbursing Agent to attempt to locate any holder of an Allowed Claim.


     13.10. Set Offs. The Debtors and the Reorganized Debtors may, but shall
not be required to, set off or recoup against any Claim and the payments or
other distributions to be made pursuant to this Plan in respect of such Claim
(before any distribution is made on account of such Claim), claims of any
nature whatsoever that the applicable Debtor or Reorganized Debtors may have
against the holder of such Claim to the extent such Claims may be set off or
recouped under applicable law, but neither the failure to do so nor the
allowance of any Claim hereunder shall constitute a waiver or release by the
Debtors or the Reorganized Debtors of any such claim that it may have against
such holder.


     13.11. Notices. Any notice required or permitted to be provided under
this Plan shall be in writing and served by either: (a) certified mail, return
receipt requested, postage prepaid; (b) hand delivery or (c) reputable
overnight courier service, freight prepaid, to be addressed as follows:



33










 




	 	 	 
	If to the Debtors:	 	
Fitzgeralds Gaming Corporation
	 	 	
3097 East Warm Springs Road, Suite 100
	 	 	
Las Vegas, Nevada 89120
	 	 	
Attn: Philip D. Griffith
	 	 	
Tel: (702) 940-2202
	 	 	
Fax: (702) 940-2207
	 	 	 
	With a copy to:	 	
GORDON & SILVER, LTD.
	 	 	
3960 Howard Hughes Parkway, 9th Floor
	 	 	
Las Vegas, Nevada 89109
	 	 	
Attn: Gerald M. Gordon, Esq.
	 	 	
Thomas H. Fell, Esq.
	 	 	
Tel: (702) 796-5555
	 	 	
Fax: (702) 369-2666
	 	 	 
	If to Informal	 	
Houlihan Lokey Howard & Zukin
	Committee:	 	
685 Third Avenue, 15th Floor
	 	 	
New York, New York 10017
	 	 	
Attn: William H. Hardie, III
	 	 	
Tel: (212) 497-4100
	 	 	
Fax: (212) 661-3070
	 	 	 
	With a copy to:	 	
Ropes & Gray
	 	 	
One International Place
	 	 	
Boston, Massachusetts 02110
	 	 	
Attn: Don DeAmicis, Esq.
	 	 	
Tel: (617) 951-7000
	 	 	
Fax: (617) 951-7050
	 	 	 
	If to the Reorganized	 	
Preston Smart
	Debtors:	 	
One Tanfield Road
	 	 	
Tiburon, California 94920
	 	 	
Tel: (415) 203-8357
	 	 	
Fax: (415) 435-0544
	 	 	 
	With a copies to:	 	
John F. Hunt
	 	 	
Hunt & Ayres LLP
	 	 	
1818 Market Street
	 	 	
Philadelphia PA 19103
	 	 	
Tel: (215) 557-8500
	 	 	
Fax: (215) 557-6608



34






 




	 	 	 
	 	 	
And
	 	 	 
	 	 	
Ropes & Gray
	 	 	
One International Place
	 	 	
Boston, Massachusetts 02110
	 	 	
Attn: Don DeAmicis, Esq.
	 	 	
Tel: (617) 951-7000
	 	 	
Fax: (617) 951-7050
	 	 	 
	If to the Indenture Trustee:	 	
The Bank of New York
	 	 	
101 Barclay Street 21W
	 	 	
New York, New York 10286
	 	 	
Attn: Irene Siegel
	 	 	
Tel: (212) 815-5703
	 	 	
Fax: (212) 815-5915
	 	 	 
	With a copy to:	 	
Emmett, Marvin & Martin
	 	 	
120 Broadway
	 	 	
New York, New York 10271
	 	 	
Attn: Edward P. Zujkowski, Esq.
	 	 	
Tel: (212) 238-3000
	 	 	
Fax: (212) 238-3100



     13.12. Statutory Committee. Any Statutory Committee appointed in the
Chapter 11 Cases shall terminate on the Effective Date and shall thereafter
have no further responsibilities in respect of the Chapter 11 Cases, except
with respect to preparation of filing of applications for compensation and
reimbursement of expenses.


     13.13. Severability. If any provision of this Plan is determined by the
Bankruptcy Court to be invalid, illegal or unenforceable or this Plan is
determined to be not confirmable pursuant to Section 1129 of the Bankruptcy
Code, the Bankruptcy Court, at the request of the Debtors shall have the power
to alter and interpret such term 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 interpretation, the remainder of the terms and
provisions of this Plan shall 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 this Plan, as
it may have been altered or interpreted in accordance with the foregone, is
valid and enforceable pursuant to its terms.


     13.14. Withholding and Reporting Requirements. In connection with this
Plan and all instruments and securities issued in connection therewith and
distributions thereon, the Reorganized Debtors and the Indenture Trustee, as
the case may be, shall comply with all withholding and reporting requirements
imposed by any federal, state, local, or foreign taxing authority, and all
distributions hereunder shall be subject to any such withholding and reporting
requirements. The Reorganized Debtors
or the Indenture Trustee, as the case may be, shall be

35






 




authorized to take
any and all action that may be necessary to comply with such withholding and
recording requirements. Notwithstanding any other provision of this Plan, each
holder of an Allowed Claim that has received a distribution pursuant to this
Plan shall have sole and exclusive responsibility for the satisfaction or
payment of any tax obligation imposed by any governmental unit, including
income, withholding and other tax obligation on account of such distribution.


     13.15. Post Confirmation Reporting. Until the entry of the final decree
closing the Chapter 11 Cases, the Reorganized Debtors shall comply with the
post-confirmation reporting requirements found in Local Rule 3020.
Additionally, to the extent required, the Reorganized Debtors shall file
post-confirmation quarterly operating reports as required by the United States
Trustee Guidelines, para. 7.2.


     13.16. Cramdown. In the event that any impaired Class is determined to
have rejected this Plan in accordance with Section 1126 of the Bankruptcy Code,
the Debtors will invoke the provisions of Section 1129(b) of the Bankruptcy
Code to satisfy the requirements for confirmation of this Plan. The Debtors
reserve the right to modify this Plan to the extent, if any, that Confirmation
pursuant to Section 1129(b) of the Bankruptcy Code requires modification.


     13.17. Quarterly Fees to the United States Trustee. Prior to the
Effective Date, Debtors, and after the Effective Date the Reorganized Debtors
shall pay all quarterly fees payable to the Office of the United States Trustee
for the Debtors after Confirmation, consistent with applicable provisions of
the Bankruptcy Code and Bankruptcy Rules.



	 	 	 
	DATED: March 26, 2003.	 	 
	 	 	 
	 	 	
Respectfully submitted,
	 	 	 
	 	 	
FITZGERALDS GAMING CORPORATION,
	 	 	
a Nevada corporation
	 	 	 
	 	 	
By: /s/ Michael E McPherson
	 	 	 
	 	 	
101 MAIN STREET LIMITED LIABILITY COMPANY,
	 	 	
a Colorado Limited Liability Company
	 	 	 
	 	 	
By: /s/ Michael E. McPherson
	 	 	 
	 	 	
FITZGERALDS BLACK HAWK, INC.,
	 	 	
a Nevada corporation
	 	 	 
	 	 	
By: /s/ Michael E. McPherson
	 	 	 
	 	 	
FITZGERALDS BLACK HAWK II, INC.,
	 	 	
a Colorado corporation
	 	 	 
	 	 	
By: /s/ Michael E. McPherson



36






 




	 	 	 
	 	 	
FITZGERALDS INCORPORATED,
	 	 	
a Nevada corporation
	 	 	 
	 	 	
By: /s/ Michael E. McPherson
	 	 	 
	 	 	
FITZGERALDS LAS VEGAS, INC.,
	 	 	
a Nevada corporation
	 	 	 
	 	 	
By: /s/ Michael E. McPherson
	 	 	 
	 	 	
FITZGERALDS MISSISSIPPI, INC.,
	 	 	
a Nevada corporation
	 	 	 
	 	 	
By: /s/ Michael E. McPherson
	 	 	 
	 	 	
FITZGERALDS RENO, INC.,
	 	 	
a Nevada corporation
	 	 	 
	 	 	
By: /s/ Michael E. McPherson
	 	 	 
	 	 	
FITZGERALDS SOUTH, INC.,
	 	 	
a Nevada corporation
	 	 	 
	 	 	
By: /s/ Michael E. McPherson
	 	 	 
	 	 	
FITZGERALDS FREMONT EXPERIENCE CORPORATION,
	 	 	
a Nevada Corporation
	 	 	 
	 	 	
By: /s/ Michael E. McPherson
	 	 	 
	 	 	
GORDON & SILVER, LTD.
	 	 	 
	 	 	
By: /s/ authorized signatory
	 	 	       
Gerald M. Gordon,
	 	 	       
Attorney for the Debtors-In-Possession



37






 



SCHEDULE 1.1.79



TO




PLAN OF REORGANIZATION




CERTAIN PRESERVED POTENTIAL CAUSES OF ACTION



     All defined terms used herein shall have the meanings set forth in the
Plan. The following is a non-exhaustive list of potential parties against whom
Debtors and/or the Reorganized Debtors may hold a claim or cause of action.
Debtors and the Reorganized Debtors reserve their right to modify this list to
amend or add parties or causes of action, but disclaim any obligation to do so.
In addition to the possible causes of action and claims listed below, Debtors
and the Reorganized Debtors have or may have, in the ordinary course of their
business, numerous causes of action and Claims or rights against contractors,
subcontractors, suppliers and others with whom they deal in the ordinary course
of their business (the “Ordinary Course Claims”). Debtors and the Reorganized
Debtors reserve their right to enforce, sue on, settle or compromise (or
decline to do any of the foregoing) the Ordinary Course Claims, as well as the
claims and causes of action listed below and all other clams and causes of
action. Debtors and the Reorganized Debtors also have, or may have, and are
retaining, various claims or causes of action arising under or pursuant to its
insurance policies, and all rights arising under, relating to, or in connection
with such policies are expressly reserved and retained.


38






 


SCHEDULE 7.1



TO




PLAN OF REORGANIZATION




ASSUMED EXECUTORY CONTRACTS AND UNEXPIRED LEASES



39






 





Schedule 7.1



Assumed Contracts




	1.	 	Non-Exclusive Revocable License Agreement “21Madne$$”, dated as of
January 21, 1998, between A.C. Coin-Nevada and Fitzgeralds Reno, Inc.
	 
	2.	 	Independent and Chain Lodging Establishment Agreement, dated as of
March 21, 1985, between American Express and Fitzgeralds Casino Hotel.
	 
	3.	 	License Agreement – Hotels and Motels, dated as of January 1, 1999,
between American Society of Composers, Authors and Publishers (“ASCAP”)
and Fitzgerald’s Reno, Inc.
	 
	4.	 	Security Uniform Provider & Laundry Service, dated as of December
13, 1994, between Ameripride Uniform f/n/a Mission Linen and
Fitzgeralds.
	 
	5.	 	Multi-Game Agreement, dated as of October 3, 1997, between Anchor
Coin, dba Anchor Games (now known as IGT) and Fitzgeralds – Reno, as
amended by that certain (i) Wheel of Gold Appendix, dated as of October
21, 1997, (ii) Wheel of GoldTM Appendix – Participation, dated as of
April 15, 1999, (iii) Video Wheel of Fortune Participation, dated as of
December 16, 1999, (iv) Video Wheel of Fortune – Participation, dated as
of February 16, 2000; (v) Money Mine Appendix-Participation, dated as
of May 18, 2000; (vi) Money Mine Appendix-Participation, dated as of
May 19, 2000; (vii) Flip Flop Appendix-Flat Lease, dated as of November
29, 2000; (viii) I Dream of Jeannie Appendix-Flat Lease, dated as of
December 5, 2000; (ix) Flip Flop Appendix-Flat Lease, dated as of June
27, 2001; (x) Big Wheel of Gold Appendix-Flat Lease, dated as of June
27, 2001; (xi) Sea Quest-Nickels Appendix-Flat Lease, dated as of
August 30, 2002; and (xii) Mayan Wheel of Gold Appendix-Flat Lease.
	 
	6.	 	Vending Agreement, dated as of February 10, 1999, between Automatic
Merchandisers, Inc. (AMI) and Fitzgeralds Reno, Inc.
	 
	7.	 	Wide Area Network Services Agreement, Product Description – Betty
Boop’s Big HitTM, dated as of February 23, 1999, between Bally Gaming,
Inc. and Fitzgerald’s Hotel Casino, as amended by that certain
Agreement for Compliance, dated as of May 6, 1997, that certain Hold
Harmless Agreement, dated as of May 6, 1999 and that certain
Communication Line Installation Authorization, dated as of May 6, 1999.
	 
	8.	 	License Agreement, dated as of April 9, 1993, between BET
Technology, Inc. and The Fitzgeralds Group, consisting of Fitzgeralds
Casino, Harold Casino and The Nevada Club Casino.



40






 







	9.	 	Proposal and Contract, dated as of March 31, 1992, between Bright
Exchange and Fitzgerald’s Reno, Inc., dba Fitzgerald’s Casino/Hotel.
	 
	10.	 	Subscriber Agreement, dated as of April 1, 1996, between Central
Credit, Inc. and Fitzgeralds Reno, Inc.
	 
	11.	 	Letter Agreement, dated as of November 9, 1995, between Coca-Cola
Fountain and Fitzgeralds Reno, Inc. (month-to-month).
	 
	12.	 	Comdata Funds Access Services Agreement, n/k/a Global Cash Access,
dated as of September 1, 1997, between Comdata Network, Inc. d/b/a
Comdata Corporation and Fitzgeralds Gaming Corporation.
(month-to-month)
	 
	13.	 	Equipment Purchase and Maintenance Agreement, dated as of June 21,
1999, between Courtesy Products Company and Fitzgeralds Reno, Inc.
	 
	14.	 	Accumail Software Subscription, dated as of June 3, 2000, between
CSG Direct, Inc. and Fitzgeralds Hotel & Casino.
	 
	15.	 	Merchant Services Agreement, dated as of June 2, 1999, between
Discover Card Services, Inc. and Fitzgeralds Reno, Inc.
	 
	16.	 	Service Agreement, dated as of July 19, 1990, between Dynamic Sound
aka Muzak and Fitzgerald’s Reno Inc.
	 
	17.	 	License and Maintenance Agreement, dated as of July 6, 1999,
between Eatec Corporation and Fitzgerald’s Hotel & Casino, as amended
by that certain Addendum A.
	 
	18.	 	Commercial Advertising Agreement, dated as of March 1, 2000,
between Elizabeth Younger Agency and Fitzgerald’s Hotel & Casino.
	 
	19.	 	Kitchen Hood Cleaning Service, dated as of July 1, 2000, between
Fire Extinguisher Service Co. and Fitzgeralds Casino.
	 
	20.	 	Playing Card Purchase Contract, dated as of January 5, 1999,
between Gemaco Playing Card Company and Fitzgerald’s Reno.
	 
	21.	 	Warehouse Lease, dated as of March 1, 1999, between Gloria Barengo
Ramsey et al and Fitzgeralds Reno, Inc.
	 
	22.	 	Commercial Sales Proposal/Agreement, dated as of April 13, 2000,
between Grinnell Fire Protection Systems Company and Fitzgeralds Hotel
& Casino.



41






 







	23.	 	Contract, dated as of September 1, 1995, between Havalex Inc. and
Fitzgeralds Reno, Inc.
	 
	24.	 	Billings Instructions, dated as of December 22, 1998, between
Humidity Control Systems, Inc. (CoolerKING) and Fitzgeralds Hotel &
Casino.
	 
	25.	 	Statement of Work for Services (ServiceSuite), dated as of December
15, 1998, between IBM and Fitzgerald Reno Inc. (IBM AS/400 Peripheral
Equipment Maintenance)
	 
	26.	 	Triple Play Poker License Agreement, dated as of April 16, 1998,
between IGT and Fitzgeralds Reno.
	 
	27.	 	Triple Play Poker License Agreement (CO 26920), dated as of April
16, 1998, between IGT and Fitzgeralds Casino Hotel.
	 
	28.	 	Nevada Quartermania Progressive Agreement (S/O 108751), dated as of
November 14, 1995, between IGT and Fitzgeralds Reno, Inc. d/b/a
Fitzgeralds Hotel/Casino, as amended by that certain Addendum.
	 
	29.	 	Nevada Nickels Deluxe Progressive Agreement (S/O 109749), dated as
of December 6, 1995, between IGT and Fitzgeralds Reno, Inc. /b/a
Fitzgerald’s Casino/Hotel, as amended by that certain Addendum.
	 
	30.	 	Nevada Megabucks Progressive Agreement (S/O 113450), dated as of
September 10, 1996, between IGT and Fitzgeralds Reno, Inc. d/b/a
Fitzgeralds Casino/Hotel, as amended by that certain Addendum.
	 
	31.	 	Nevada Wheel of Fortune® Dollar Progressive Agreement (COM 10539),
dated as of June 26, 1997, between IGT and Fitzgerald’s Hotel/Casino
d/b/a Fitzgerald’s Hotel/Casino.
	 
	32.	 	Nevada Wheel of Fortune® Five Dollar Progressive Agreement (COM
19976), dated as of May 4, 1998, between IGT and Fitzgeralds
Casino/Hotel, d/b/a Fitzgeralds Casino/Hotel.
	 
	33.	 	Nevada Megabucks Progressive Agreement (COM 54059), dated as of
December 29, 1999, between IGT and Fitzgeralds Casino/Hotel (Reno)
d/b/a Fitzgeralds Reno, Inc.
	 
	34.	 	Nevada Megabucks Progressive Agreement (COM 57431), dated as of
January 26, 2000, between IGT and Fitzgeralds Reno, Inc. d/b/a/
Fitzgeralds Casino/Hotel (Reno).



42






 







	35.	 	Nevada Wheel of Fortune® Quarter Progressive Agreement (COM 60700),
dated as of May 17, 2000, between IGT and Fitzgeralds Reno, Inc. d/b/a
Fitzgeralds Casino/Hotel.
	 
	36.	 	Nevada Wheel of Fortune® Half Dollar Progressive Agreement (COM
64089), dated as of May 17, 2000, between IGT and Fitzgeralds Reno,
Inc. d/b/a Fitzgeralds Casino/Hotel.
	 
	37.	 	Nevada Wheel of Fortune® Half Dollar Progressive Agreement (COM
64106), dated as of May 17, 2000, between IGT and Fitzgeralds Reno,
Inc. d/b/a Fitzgeralds Casino/Hotel.
	 
	38.	 	Nevada Wheel of Fortune® Dollar Progressive Agreement (COM 64118),
dated as of May 17, 2000, between IGT and Fitzgeralds Reno, Inc., d/b/a
Fitzgeralds Casino/Hotel.
	 
	39.	 	Nevada Megabucks Progressive Agreement (COM 61760), dated as of May
17, 2000, between IGT and Fitzgeralds Reno, Inc. d/b/a Fitzgeralds
Casino/Hotel.
	 
	40.	 	Nevada Party Time Quarter Progressive Agreement (COM 61744), dated
as of May 17, 2000, between IGT and Fitzgeralds Reno, Inc. d/b/a
Fitzgeralds Casino/Hotel.
	 
	41.	 	Nevada Addams Family Nickel Progressive Agreement (COM 63903),
dated as of July 28, 2000, between IGT and Fitzgeralds Reno, Inc. d/b/a
Fitzgeralds Casino/Hotel.
	 
	42.	 	Nevada Wheel of Fortune® Quarter Progressive Agreement (COM 70083),
dated as of October 12, 2000, between IGT and Fitzgeralds Reno, Inc.
d/b/a Fitzgeralds Casino/Hotel.
	 
	43.	 	Nevada Elvis Presley Quarter Progressive Agreement (COM 71344),
dated as of November 8, 2000, between IGT and Fitzgeralds Reno, Inc.
d/b/a Fitzgeralds Casino/Hotel.
	 
	44.	 	Progressive Agreement – Wheel of Fortune (CO 70472), dated as of
September 8, 2000, between IGT and Fitzgeralds Reno, Inc
	 
	45.	 	50 Play Poker License Agreement, dated as of August 18, 2000,
between IGT and Fitzgeralds Reno, Inc. dba Fitzgeralds Casino/Hotel.
	 
	46.	 	Progressive Agreement – Jeopardy, dated as of May 4, 1996, between
IGT and Fitzgerald’s Hotel Casino.



43






 







	47.	 	Nevada Megabucks Progressive Agreement (S/O 107096), dated as of
July 20, 1995, between IGT and Fitzgeralds Reno, Inc. d/b/a Fitzgeralds
Hotel/Casino.
	 
	48.	 	Progressive Agreement – Wheel of Fortune (CO 13588), dated as of
September 10, 1997, between IGT and Fitzgeralds Reno, Inc.
	 
	49.	 	Advertising Agreement, dated as of February 1, 1985, between
Innerwest Media and Fitzgerald’s (Lincoln Management), as amended by
that certain Addendum, dated as of March 1, 1986.
	 
	50.	 	Tip Compliance, dated as of August 26, 1992, between Internal
Revenue Service and Fitzgeralds Reno, Inc.
	 
	51.	 	Maintenance Contract, dated as of July 2, 1996, between Kronos and
Fitzgeralds Casino/Hotel.
	 
	52.	 	Agreement, dated as of June 23, 2000, between Leroy’s Horse &
Sports Place and Fitzgeralds Reno, Inc.
	 
	53.	 	Guest Pay Agreement, dated as of October 9, 2000, between LodgeNet
Entertainment Corporation and Fitzgeralds Reno, Inc. dba Fitzgeralds
Hotel/Casino, as amended by that certain Addendum.
	 
	54.	 	Software Maintenance, dated as of      , 1996, between Lodging
& Gaming Systems and Fitzgeralds Hotel & Casino.
	 
	55.	 	Customer Agreement, dated as of October 30, 1998, between Metrocall
and Fitzgeralds, as amended by that certain Addendum to the Customer
Agreement.
	 
	56.	 	District Account Maintenance Agreement, dated as of June 24, 1996,
between MICROS Systems, Inc. and Fitzgerald’s Casino & Hotel.
	 
	57.	 	Participation Agreement (G008020) — Battleship, dated as of August
10, 2000, between Mikohn Nevada and Fitzgerald’s Hotel & Casino.
	 
	58.	 	Participation Agreement — Yahtzee, dated as of September 20, 1999,
between Mikohn Gaming Corporation and Fitzgerald’s Hotel & Casino.
	 
	59.	 	Vertical Transportation Maintenance Agreement, dated April 1, 1998,
between Montgomery KONE, Inc. and Fitzgeralds Reno, Inc.
	 
	60.	 	Contract, dated as of July 1, 1996, between NYL Trust Company as
Trustee for Plans Participating in New York Life’s Stable Value Account
and Fitzgeralds Gaming Corporation Profit Sharing 401(k) Plan.



44






 







	61.	 	Pest Control Service Agreement, dated as of June 2, 1998, between
Orkin and Fitzgeralds Casino/Hotel Reno. (month-to-month).
	 
	62.	 	Postage Meter Rental Agreement, dated as of July 12, 1993, between
Pitney Bowes and Fitzgeralds Hotel & Casino.
	 
	63.	 	Software License Agreement, dated as of June 1, 1998, between
ProData Computer Services, Inc. and Fitzgeralds Hotel & Casino.
	 
	64.	 	Lease Agreement, dated as of April 14, 2000, between Ricoh Leasing
(De Lage Landen Financial Services) and Fitzgeralds Reno, Inc., as
amended by that certain Addendum to Ricoh Leasing Lease Agreement.
	 
	65.	 	Lease, dated as of October 31, 1974, between Santino Oppio and
Center Street Properties Corp. (“CSPC”), as assigned by that certain
Assignment of Lease and Assumption Agreement, dated as of December 31,
1986, between CSPC and Nevada Club, Inc., as further assigned by that
certain Assignment of Lease and Assumption Agreement, dated as of
December 31, 1986, between Nevada Club, Inc. and the Estate of Lincoln
Fitzgeralds, Meta K. Fitzgerald, Executrix (successor to Nevada Club,
Inc.), as further subleased by that certain Sublease, dated as of
December 31, 1986, between Nevada Club, Inc. and Lincoln Investments, Inc. (predecessor
to Fitzgeralds Reno, Inc.), as further assigned by that certain
Assignment of Interest in Lease, dated as of December 23, 1999,
between Barbara A. Oppio and Richard S. Oppio, as successor
Co-Trustees to Santino Oppio, as Trustee under The Santino Oppio Trust
Agreement dated March 12, 1991 and Barbara A. Oppio, Richard S. Oppio
and Janet L. Oppio, which was subsequently transferred and assigned to
Oppio Investments, LLC on June 14, 2000.
	 
	66.	 	Hotel, Motel & Resort Performance License, dated as of June 1,
1996, between SESAC, INC. and Fitzgeralds Casino/Hotel.
	 
	67.	 	Let It Ride BonusTM License Agreement, dated as of July 14, 1997,
between Shuffle Master, Inc., d/b/a Shuffle Master Gaming and
Fitzgeralds Reno, Inc.
	 
	68.	 	Sales/Lease Agreement, dated as of December 13, 1999, between
Shuffle Master Gaming and Fitzgerald’s Casino.
	 
	69.	 	Non-Exclusive* Master Assignment Agreement, dated as of February
17, 1996, between Sierra Nevada Adjustment Group, Inc. and Fitzgerald’s
Reno, Inc. dba Fitzgeralds Casino/Hotel.
	 
	70.	 	Maintenance Agreement, dated as of April 14, 2000, between Sierra
Office Solutions and Fitzgeralds Reno, Inc.



45






 







	71.	 	Recycled Used Cooking Oil Handling Agreement, dated as of October
3, 1995, between Sierra Recycling Company and Fitzgeralds Reno, Inc.
dba Fitzgeralds Casino/Hotel.
	 
	72.	 	Master Software License Agreement (Number 94-1828), dated as of
July 8, 1994, between Software 2000, n/k/a Infinium and Fitzgeralds
Reno, Inc., as amended by that certain Software Schedule No.
94-1828HR/GL/AP.1 and those certain Addenda dated as of July 8, 1994
and January 1, 1997.
	 
	73.	 	License/Maintenance Agreement, dated as of August 2, 1993, between
Tech Art and Fitzgerald’s – Reno, as amended by that certain Addendum
(maintenance agreement renewed annually).
	 
	74.	 	Cold Product Lease Agreement, dated as of May 27, 1998, between The
Swire Coca-Cola Bottling Group and Fitzgeralds Casino (Mollys).
(month-to-month).
	 
	75.	 	Elevator/Escalator Service-Main Building, dated as of August 24,
1987, between ThyssenKrupp Elevator Corporation and Lincoln Management.
	 
	76.	 	Check Collection Agreement, dated as of March 25, 1998, between
Universal Recovery Corporation and Fitzgeralds Reno, Inc., as amended
by that certain Addendum.
	 
	77.	 	Rental Service Agreement, dated as of August 30, 1999, between
Vogue Laundry and Dry Cleaners, Inc. and Fitzgeralds Reno, Inc.
	 
	78.	 	Service Agreement-Casino Player Count Service, dated as of February
1, 1996, between Wells Gaming Research and Fitzgeralds Gaming
Corporation.
	 
	79.	 	Equipment Lease Agreement, dated as of October 10, 1998, between
XPERTX, INC. and Fitzgeralds Reno, Inc (month to month)(maintenance is
also month to month at a cost of $1,425.00 per month)
	 
	80.	 	Keno Vortex System Lease/Software License, dated as of October 10,
1996, between XPERTX, INC. and Fitzgeralds Reno, Inc.
	 
	81.	 	Maintenance Agreement (Contract No. R00787C1), dated as of February
7, 2000, between YESCO and Fitzgeralds – Reno, as amended by that
certain Addendum, dated as of March 24, 2000.
	 
	82.	 	Maintenance Agreement, dated as of June 1, 1998, between YESCO and
Fitzgeralds.



46






 







	83.	 	Lease Agreement (Contract No. R09250C), dated as of October 14,
1997, between YESCO and Fitzgerald’s Reno Incorporated, as amended by
that certain Addendum.




47