Exhibit 10.3



 



EXHIBIT 10.3


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

Joint Administration With:
	FITZGERALDS GAMING	 	
BK-N-00-33468 (Fitzgeralds South, Inc.)
	CORPORATION, a Nevada corporation,	 	
BK-N-00-33469 (Fitzgeralds Reno, Inc.)
	 	 	
BK-N-00-33470 (Fitzgeralds, Inc.)
	Debtor	 	
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.)
	 oAffects this Debtor./

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

BK-N-00-33476 (Fitzgeralds Fremont Experience Corp.)
	x Affects all Debtors./

	 	 
	o Affects FITZGERALDS SOUTH, INC.,

a Nevada corporation,/

	 	
SUPPLEMENTAL DISCLOSURE STATEMENT TO ACCOMPANY
DEBTORS’ SECOND AMENDED PLAN OF REORGANIZATION
	o Affects FITZGERALDS RENO, INC.,

a Nevada corporation,/

	 	
(To Be Read In Conjunction With

Debtors’ Initial Disclosure Statement Dated

December 19, 2002)

	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, /

	 	
Date: March 24, 2003

Time: 2:30 p.m.
	o Affects 101 MAIN STREET LIMITED LIABILITY
COMPANY,
 a Colorado limited
liability company, /

	 	 
	o Affects FITZGERALDS FREMONT EXPERIENCE
CORPORATION, 
a Nevada corporation, /

	 	 



 






 



I.     INFORMATION REGARDING THE SUPPLEMENTAL DISCLOSURE STATEMENT


     The purpose of this Supplemental Disclosure Statement to Accompany
Debtors’ Second Amended Plan of Reorganization (“Supplemental Disclosure”) is
to update the information contained in the Debtors’ initial Disclosure
Statement and provide sufficient information about the modifications made to
Debtors’ First Amended Plan of Reorganization (“Plan”) to enable you to make an
informed decision in exercising your rights to accept or reject Debtors’ Second
Amended Plan of Reorganization (“Modified Plan”),1 a copy of which is attached
hereto as Exhibit “A.” As such, except as provided herein, Debtors expressly
incorporate the terms and provisions of their initial Disclosure Statement
dated December 19, 2002, distributed to you on or about January 10, 2003.


II.     EVENTS LEADING UP TO THE FILING OF THE MODIFIED PLAN


     As more fully set forth in the Disclosure Statement, Debtors filed the
Plan to effectuate the terms of the Restructuring Agreement among the Debtors,
Senior Management and the Consenting Noteholders. The primary objective was to
maximize returns to Creditors including the value of Noteholders’ recoveries
inasmuch as the obligations owed by the Debtors to the Noteholders constitutes
in excess of ninety percent (90%) of the Debtors’ liabilities. The Debtors and
the Noteholders determined to obtain this objective through an expeditious and
orderly sale of the Operating Companies as going concerns by asset and/or stock
sales and the distribution of the net proceeds therefrom. The Debtors filed
the Plan in order to conclude the Chapter 11 Cases and effectuate the remaining
terms of the Restructuring Agreement.


     Confirmation of the Plan was set for March 6, 2003. Debtors did not
receive the requisite votes from the Noteholders to confirm the Plan. On March
3, 2003, the Informal Committee







	 	 	1 Unless otherwise noted herein, capitalized terms have the same meaning
ascribed to them in Debtors’ Disclosure Statement To Accompany
Debtors’ First
Amended Plan of Reorganization. (“Disclosure Statement”) filed on December 23,
2002.


 






 






filed its objection to confirmation of the Plan. On the same date,
Debtors filed a motion to designate certain votes of Consenting Noteholders
which, if granted, potentially would have permitted the Plan to be confirmed.


     Thereafter, the Debtors and the Informal Committee agreed that the Plan
would be amended. Instead of providing for the sale of the final casino
operated by the Debtors, a new plan would give the equity of the Debtors to
Noteholders. As a result, the Debtors and Consenting Noteholders have agreed
to Amendment No. 1 To Amended and Restated Agreement Regarding Pre-Negotiated
Restructuring (a copy of which is attached hereto as Exhibit “B”) and the
Debtors have filed the Modified Plan. This Supplemental Disclosure Statement
explains the provisions of the Modified Plan. There are three Classes of
Creditors entitled to vote on the Modified Plan.


     The first two such Classes are comprised of Noteholders. Class 6
comprises the Noteholders’ Secured Claims and Class 9 comprises the
Noteholders’ Unsecured Claims. A single Ballot is being sent to each
Noteholder to allow such Noteholder to vote those Claims. What the Modified
Plan proposes is that the Notes will be cancelled and Noteholders will receive
100% of the equity of the Reorganized Debtors. The Modified Plan also proposes
to simplify the Debtors’ corporate structure upon emergence from bankruptcy:
there will be only a parent company (FGC), one wholly-owned subsidiary that
operates the casino in Reno, Nevada (FRI) and another wholly-owned subsidiary
(FLI) that will exist only to use residual Cash to pay off remaining bankruptcy
liabilities as required by the Modified Plan.


     The Modified Plan also gives Noteholders an option to receive Cash instead
of equity, in an amount equal to $30 for each $1000 original principal amount
of Notes. If a Noteholder


3






 


desires to take Cash instead of equity, the Noteholder must make an
election on the Ballot for the Modified Plan.2


     The third Class entitled to vote on the Modified Plan is comprised of
General Unsecured Creditors whose claims exceed $25,000 in amount. The
Modified Plan proposes to pay such Creditors Cash in the amount of 20% of their
Allowed Claims.


     This brief summary of the Modified Plan’s provisions is qualified in its
entirety by the remainder of this Supplemental Disclosure Statement and the
Modified Plan.


III. GENERAL OVERVIEW OF THE MODIFIED PLAN


     The following is a general overview of the provisions of the Modified
Plan. This overview is qualified in its entirety by reference to the
provisions of the Modified Plan. Pursuant to Section 1123(a)(1) of the
Bankruptcy Code, Administrative Claims, Preserved Ordinary Course
Administrative Claims, Allowed Priority Claims and Allowed Executive Incentive
Claims are not designated as Classes. The holders of such unclassified Claims
shall be paid in full under the Modified Plan consistent with the requirements
of Section 1129(a)(9)(A) of the Bankruptcy Code and are not entitled to vote
on the Modified Plan. Distributions under the Modified Plan to each class are
summarized in the following table.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Estimated amount of
	Class	 	Description	 	Treatment	 	Claim
	
	 	
	 	
	 	

	Class 1: 	 	
Priority Wage Claims
	 	Unimpaired. Paid in
full in Cash.
	 	$	0	 
	Class 2:	 	
Priority Benefit

Plan Contribution Claims
	 	Unimpaired. Paid in
full in Cash.
	 	$	0	 
	 	 	 	 	 	 	 	 	 
	Class 3:	 	
Priority Customer

Deposit Claims
	 	Unimpaired. Paid in
full in Cash.
	 	$	0	 
	 	 	 	 	 	 	 	 	 
	Class 4:	 	
Secured Tax Claims
	 	Unimpaired. Cured
or paid in full in Cash.
	 	$	0	 








	 	       2 The amount of the Cash option for the Noteholders was not established by the
Debtors, but rather was established by the Informal Committee and its legal and
financial advisors. As such, Debtors make no representations or warranties as
to the calculation of the buy-out amount nor what facts and circumstances upon
which it is based.




4






 



	 	 	 	 	 	 	 	 	 
	Class 5:	 	
Miscellaneous Secured Claims
	 	Unimpaired. Claimant
shall receive the
collateral securing its
Claim or receive Cash
equal to its Allowed
Secured Claim.
	 	$	0	 
	 	 	 	 	 	 	 	 	 
	Class 6:	 	
Noteholder Secured Claims
	 	Impaired. Pro rata share
of New Common Stock equal
to the Collateral Value
Percentage.
	 	 	Undetermined at this time,
but estimated at
$123,025,000.00 based upon
the Liquidation Analysis.	 
	 	 	 	 	 	 	 	 	 
	Class 7:	 	
Convenience Class Claims
	 	Unimpaired. Paid in full
in Cash.
	 	 	Estimated not to exceed
$300,000.00.	 
	 	 	 	 	 	 	 	 	 
	Class 8:	 	
General Unsecured Claims
	 	Impaired. To receive Cash
in the amount of 20% of
its Allowed General
Unsecured Claim.
	 	 	Estimated not to exceed
$3,800,000.00.	 
	 	 	 	 	 	 	 	 	 
	Class 9:	 	
Noteholder Deficiency Claims
	 	Impaired. Pro rata share
of the shares of the New
Common Stock that is not
distributed to holders of
Class 6 Claims.
	 	 	Undetermined at this time,
but estimated at
$138,210,000.00 based upon
the Liquidation Analysis.	 
	 	 	 	 	 	 	 	 	 
	Class 10:	 	
Intercompany Claims
	 	Impaired. No
distribution.
	 	$	242,712,320.00	 
	 	 	 	 	 	 	 	 	 
	Class 11:	 	
Subsidiary Equity Securities
	 	Impaired.
No distribution.
	 	$	0	 
	 	 	 	 	 	 	 	 	 
	Class 12:	 	
Old FGC Preferred Stock
	 	Impaired. No
distribution.
	 	$	0	 
	 	 	 	 	 	 	 	 	 
	Class 13:	 	
FSI Warrant Claims
	 	Impaired.
No distribution.
	 	$	0	 
	 	 	 	 	 	 	 	 	 
	Class 14:	 	
Old FGC Common Stock
	 	Impaired.
No distribution.
	 	$	0	 



     A.     New Capital Structure.


     Upon confirmation of the Modified Plan, all Equity Securities of the
Debtors will be cancelled and terminated. FGC, as reorganized (“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 will


5






 




 represent one hundred percent (100%) of the equity ownership and voting
power of Reorganized FGC. The New Common Stock will be distributed in the
manner provided below. As more fully set forth below and in the Modified
Plan, Reorganized FGC (as well as Reorganized FSI which will become
Fitzgeralds Liquidation, Inc., (“FLI”)) shall become a Delaware corporation
through a merger of the existing entity into a new corporation to be formed on
or before the Effective Date.


     B.     Treatment of Noteholder Secured Claims and Noteholder
Deficiency Claims.


     From and after the Effective Date, each Noteholder as of the Distribution
Record Date shall receive for its Class 6 Noteholder Secured Claim its Pro Rata
share of the New Common Stock equal to the Collateral Value
Percentage.3 The
Class 9 Allowed Noteholders Deficiency Claims shall be satisfied by the receipt
of all of the New Common Stock that is not distributed to holders of Class 6
Claims as more fully provided for in Article 8 of the Modified Plan. The
Modified Plan further provides for a cash option for Noteholders. 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 Common Stock. Any
such electing holder shall, in lieu of all distributions that it would
otherwise be entitled to receive pursuant to Sections 5.1.1(c) and 5.3.1 of the
Modified Plan, receive $30.00 per $1,000.00 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.4







	 	 	3 Collateral Value Percentage is defined in the Modified Plan as the ratio,
expressed as a percentage, of (x) value of all collateral remaining in the
Estates that secure the Notes and (y) the total value of all Estate assets
after deduction of all Cash to be distributed under the Plan except
distributions to Class 8.
	 
	 	 	4 The Commitment Agreement is the Plan Confirmation Commitment Agreement dated
as of March 19, 2003 between New FGC and Contrarian Capital Management, LLC
(“Contrarian”), a copy of which is included in the Plan Supplement. Pursuant
to the Commitment Agreement, Contrarian agrees to subscribe for all shares of
New Common Stock not issued to any holder of a Class 6 and Class 9 Allowed
Claim pursuant to the terms and conditions set forth therein.



6










 



     C.     Convenience Class Claims.


     Convenience Class Claims consist 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. The Modified Plan provides
that each holder of Allowed Convenience Class Claim shall be paid in full from
Plan Distribution Cash by the applicable Reorganized Debtor its Allowed
Convenience Class Claim plus interest at the Federal Judgment Rate from the
Petition Date until paid upon the latest of: (i) the Distribution Date; (ii)
the 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.


     D.     Allowed General Unsecured Claims.


     Each holder of an Allowed Class 8 General Unsecured Claim shall receive
Plan Distribution Cash equivalent to twenty percent (20%) of its Allowed
General Unsecured Claim upon the latest: (i) Distribution Date; (ii) the 10th
business day after such claim is allowed, or as soon thereafter as practicable;
and (iii) as such date as the holder of such Claim and Debtors or the
Reorganized Debtors have agreed or shall agree.


     Debtors have determined the following claimants have asserted Claims which
are classified as Class 8 General Unsecured Claims:



	 	 	 	 	 	 	 	 	 	 
	Debtor	 	Claimant	 	Amount Asserted
	
	 	
	 	

	 	FGC
	 	Jerome Turk	 	$	782,550.90	 
	 
	 	Reliance Insurance Co.	 	$	603,390.00	 
	 
	 	AIG Insurance Co.	 	$	279,763.00	 
	 	FMI
	 	WS Gaming	 	$	133,295.29	 



7






 




	 	 	 	 	 	 	 	 	 	 
	Debtor	 	Claimant	 	Amount Asserted
	
	 	
	 	

	 	FLVI
	 	Holiday Inn	 	$	1,832,071.97	 
	 
	 	WMS Gaming	 	$	30,273.53	 
	 	FRI
	 	Scout Development (and related rejection claims)	 	$	1,894,000.00	5
	 
	 		 	 	 	 



     Debtors and the Informal Committee dispute each of the above identified
Class 8 General Unsecured Claims and appropriate objections to such Claims are
or will be filed. Notwithstanding Debtors’ disputes regarding these Claims,
Debtors estimate that they will have $13,000,000.00 in Plan Distribution Cash
on the Effective Date. Thus, Debtors will have sufficient Plan Distribution
Cash for Class 8 Allowed General Unsecured Claims in the event that these
Claims are not reduced.


     E.     Intercompany Claims and Equity Securities.


     All Class 10 Intercompany Claims, Class 11 Subsidiary Equity Interests,
Class 12 Old FGC Preferred Stock, Class 13 FSI Warrant Claims, and Class 14 Old
FGC Common Stock shall be cancelled, terminated and extinguished without
further act or action under any applicable agreement, law, regulation, order or
rule.


     F.     Means of Implementation of the Plan.


          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 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:



               a) 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,








	 	 	5 These figures are estimates only of the rejection damages and possible
deficiency claim provided to Debtors by Scout for the purposes of this
Disclosure Statement. Neither Scout, the Debtors, the Informal Committee or
any other party is bound by this estimate and Scout has reserved the right to
further provide a more definitive calculation of damages. All rights to object
to such Claim are reserved.


8






 




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.


               b) 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.



               c) 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 the Modified Plan, be issued to
the Disbursing Agent in accordance with the Modified Plan.



               d) As of the Effective Date, the certificate of incorporation and by-laws
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 the Modified Plan
including, without limitation, the issuance of the New Common Stock. Such
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

9






 




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.


               e) As of the Effective Date, the certificate 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 the
Modified 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 FRI may amend and restate the
Reorganized FRI Articles and Reorganized FRI By-Laws as permitted by applicable
law.


               f) 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 the Modified
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.



               g) The Plan Distribution Cash shall be delivered to Reorganized FGC or
Reorganized FLI to be paid in accordance with the Modified Plan and the
Restructuring Agreement.



               h) On the Effective Date, Reorganized FGC shall pay from Plan Distribution
Cash all monies due but not yet paid in accordance with the Senior Management



10






 





Incentive Program, including the Retention Payments and Cash Incentive
Claims to the extent not previously paid and not subject to further reserve.


               i) All funds or other property received by or retained by Reorganized
Debtors shall be applied and distributed in accordance with the Modified Plan.



          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.



          3. Notice of Effectiveness. When all of the steps contemplated by Section
6.1 of the Modified Plan have been completed, the 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 shall include notice of the
Administrative Claim Bar Date.



          4. 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 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

11






 





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.


          5. 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 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 of the Modified Plan, receive $30.00 per $1,000.00
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.



          6. 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 of
the Modified Plan; (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 the Modified Plan; (v) the
revesting or transfer of Estate assets provided for in the Modified Plan; and
(vi) the other matters provided for under or in furtherance of the Modified
Plan involving corporate action to be

12






 





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 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.


          7. Informal Committee. Any consent, waiver or other action pursuant to
the Modified 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.



          8. 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.



          9. Executory Contracts and Unexpired Leases.



               a) 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 the Modified Plan
as Schedule “7.1,” shall be deemed assumed by the applicable Reorganized Debtor
on the Effective Date. Schedule 7.1 may be

13






 





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


               b) 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. Notwithstanding anything
contained herein to the contrary, up to the Confirmation Date the Debtors, with
the consent of the Informal Committee, shall have the right to add to or delete
from Schedule 7.1 of the Modified Plan any executory contract or unexpired
lease.



               c) Cure of Defaults. The applicable Reorganized Debtor shall Cure any
defaults respecting each executory contract or unexpired lease assumed pursuant
to Section 7.1 of the Modified 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 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 the Modified 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.



               d) Post-Petition Date Contracts and Leases. Subject to the Administrative
Claim Bar Date, Executory contracts and unexpired leases entered into and other
obligations

14






 





incurred after the Petition Date by the Debtors shall be performed
by the applicable Reorganized Debtor in the ordinary course of its business.


               e) 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, (b) the Risk
Management Contracts existing as of the Effective Date.



               f) 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.



          10. 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.



          11. Conditions to Confirmation of Plan. The following are conditions precedent to confirmation of the Modified
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 6, 2003, there shall have been no Consenting Noteholder
Default, Debtor Default or Senior Management Default under the Restructuring

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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.


          12. 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 the 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, under circumstances that would moot such appeal;



               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
the 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 distributions required by the Bankruptcy Code and the Plan.



          13. 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 Modified Plan.




	 	 	 
	V.	 	
SUMMARY OF VOTING REQUIREMENTS AND CONFIRMATION OVER DISSENTING
CLASS.



     The Modified Plan must be accepted by Noteholders in Classes 6, 8 and 9 in
order to be confirmed. A class of claims is deemed to have accepted a plan
when allowed votes representing


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at least two-thirds (2/3) in amount and a
majority in number of the claims of the class actually voting cast votes in
favor of a plan.


     If there is less than unanimous acceptance of the Modified Plan by
Impaired Classes of Claims, the Bankruptcy Court nevertheless may confirm the
Modified Plan at the Debtors’ request. Bankruptcy Code § 1129(b) provides that
if all other requirements of Bankruptcy Code § 1129(a) are satisfied and if the
Bankruptcy Court finds that: (i) the Modified Plan does not discriminate
unfairly, and (ii) the Modified Plan is fair and equitable with respect to the
rejecting Class(es) of claims impaired under the Modified Plan, the Bankruptcy
Court may confirm the Modified Plan despite the rejection of the Modified Plan
by a dissenting impaired class of Claims. The Debtors will request
confirmation of the Modified Plan pursuant to Bankruptcy Code §1129(b) with
respect to any impaired Class of Claims which does not vote to accept the
Modified Plan.


     Additionally, and as more fully explained in the Disclosure Statement in
Article XVI, Confirmation of the Plan, the Modified Plan must provide that
Creditors and holders of Equity Securities will receive at least as much under
the Modified Plan as they would receive in a liquidation of the Debtors under
chapter 7 of the Bankruptcy Code (“Best Interest Test”). The Liquidation
Analysis attached to the Disclosure Statement as Exhibit B summarized the
Debtors’ best estimate of recoveries by Creditors in the event of liquidation
of the Debtors as of December
31, 2002. Under the Modified Plan, the Impaired Classes of Claims are
Classes 6, 8, 9, 10,11,12, 13 and 14. The value provided under the Modified
Plan to these Classes is not less than they would receive in liquidation. The
Debtors have determined that confirmation of the Modified Plan will provide
each Creditor and holder of an Equity Security with no less of a recovery than
it would receive if the Debtors were liquidated under chapter 7.


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     The Debtors believe that the Modified Plan satisfies all of the statutory
requirements for confirmation, that the Debtors have complied with or will have
complied with all the statutory requirements for confirmation of the Modified
Plan and that the Modified Plan is proposed in good faith. At the confirmation
hearing, the Bankruptcy Court will determined whether the Modified Plan
satisfies the statutory requirements for confirmation.


     All Creditors entitled to vote will be sent a Ballot, together with
instructions for voting, a copy of this Supplemental Disclosure Statement, to
which is attached a copy of the Modified Plan. You should read the Ballot
carefully and follow the instructions contained therein.


     A VOTE FOR ACCEPTANCE OF THE MODIFIED PLAN BY THOSE HOLDERS OF CLAIMS WHO
ARE ENTITLED TO VOTE IS MOST IMPORTANT.


You should complete your Ballot and return it as follows:




	 	GORDON & SILVER, LTD.

3960 HOWARD HUGHES PARKWAY

NINTH FLOOR

LAS VEGAS, NEVADA 89109

TELEPHONE: (702)796-5555

FACSIMILE: (702)369-2666

ATTENTION: Thomas H. Fell, Esq.



     TO BE COUNTED, YOUR BALLOT MUST BE RECEIVED AT THE ADDRESS LISTED ABOVE BY
5:00 P.M. PACIFIC TIME, APRIL 14, 2003.


VI. ADDITIONAL RISK FACTORS



     Portions of Articles XIII, XIV and XV, entitled Certain Federal Income Tax
Consequences, Securities Law Considerations, and Gaming Regulation and
Licensing, respectively, of the initial Disclosure Statement may no longer be
applicable to the Modified Plan. Debtors make no representations regarding the
tax, securities and gaming issues resulting from the Modified Plan, and
strongly recommend Noteholders consult their legal and tax advisors concerning
such issues.


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     Debtors are informed that the Noteholders intend to continue the ongoing
business of Fitzgeralds Reno after the Effective Date. However, the Effective
Date is not contingent on approval by the Gaming Authorities of the transfer of
ownership. Debtors are further informed that the in the event the Noteholders,
as the owners of the New Common Stock, are not licensed by the Gaming
Authorities to own and operate Fitzgeralds Reno, the Noteholders intend to
lease the operations of Fitzgeralds Reno to a licensed operator. Debtors make
no representations and express no opinions as to the Noteholders’ ability to
maintain the operations of Fitzgeralds Reno.


VII. RECOMMENDATION AND CONCLUSION



     The Modified Plan provides the best possible recovery for Creditors.
Accordingly, Debtors recommend that Creditors which are entitled to vote on the
Modified Plan should vote to accept the Modified Plan.


     DATED this 26 day of March, 2003.



	 	 	 
	 	 	 
	 	 	
FITZGERALDS GAMING CORPORATION,

a Nevada corporation
	 	 	 
	 	 	
FITZGERALDS SOUTH, INC.,

a Nevada corporation
	 	 	 
	 	 	
FITZGERALDS RENO, INC.,

a Nevada corporation
	 	 	 
	 	 	
FITZGERALDS INCORPORATED,

a Nevada corporation
	 	 	 
	 	 	
FITZGERALDS LAS VEGAS, INC.,

a Nevada corporation
	 	 	 
	 	 	
FITZGERALDS MISSISSIPPI, INC.,

a Nevada corporation
	 	 	 
	 	 	
FITZGERALDS BLACK HAWK, INC.,

a Nevada corporation
	 	 	 
	 	 	
FITZGERALDS BLACK HAWK II, INC.,

a Colorado corporation
	 	 	 
	 	 	
101 MAIN STREET LIMITED LIABILITY COMPANY, a

Colorado Limited Liability Company



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FITZGERALDS FREMONT EXPERIENCE

CORPORATION, a Nevada Corporation




	 	 	 	 
	By	 	
/s/ Michael E. McPherson
	 	 	


	 	 	
MICHAEL E. MCPHERSON



Respectfully submitted:


GORDON & SILVER, LTD.



	 	 	 	 
	By:	 	
/s/ Gerald M. Gordon
	 	 	


	 	 	
GERALD M. GORDON, ESQ.

Nevada Bar No. 0229

THOMAS H. FELL ESQ.

Nevada Bar No. 3717

3960 Howard Hughes Parkway, 9th Fl.

Las Vegas, Nevada 89109

(702) 796-5555

Attorneys for Debtors




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