Fitzgeralds Gaming Corp., Exhibit 10.4



 


EXHIBIT 10.4


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.)

	o

 Affects this Debtor.
	/
	 
	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)

	x

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

	
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	o

 Affects FITZGERALDS SOUTH, INC.,
	 
	 
	 
	 
	 

	a Nevada corporation,
	/
	 
	 
	 
	 

	
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	o

 Affects FITZGERALDS RENO, INC.,
	 
	 
	 
	 
	 

	a Nevada corporation,
	/
	 
	FIRST AMENDED

	
	 
	 
	DEBTORS’
 PLAN OF REORGANIZATION
	 
	 
	 
	 

	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,
	 
	 
	Date:
 February 10, 2003

	INC., a Colorado corporation,
	/
	 
	Time: 2:00 p.m.

	
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	o

 Affects 101 MAIN STREET LIMITED
	 
	 
	 
	 
	 

	LIABILITY
 COMPANY, a Colorado limited
	 
	 
	 
	 
	 

	liability company,
	/
	 
	 
	 
	 

	
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	o

 Affects FITZGERALDS FREMONT
	 
	 
	 
	 
	 

	EXPERIENCE CORPORATION,
	 
	 
	 
	 
	 

	a Nevada corporation,
	/
	 
	 
	 
	 

	
	 
	 
	 
	 
	 









 



	 
	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
	
Compensation Order

	3

	1.1.21
	
Confirmation

	3

	1.1.22
	
Confirmation Date

	3

	1.1.23
	
Confirmation Hearing

	3

	1.1.24
	
Confirmation Order

	3

	1.1.25
	
Consenting Noteholders

	4

	1.1.26
	
Contingent Claim

	4

	1.1.27
	
Creditor

	4

	1.1.28
	
Cure

	4

	1.1.29
	
Debt Instrument

	4

	1.1.30
	
Debtors

	4

	1.1.31
	
Debtor Subsidiaries

	4

	1.1.32
	
Disbursing Agent

	4

	1.1.33
	
Disclosure Statement

	4

	1.1.34
	
Disputed Claim

	4

	1.1.35
	
Distributable Cash

	5

	1.1.36
	
Distribution Date

	5

	1.1.37
	
Distribution Record Date

	5

	1.1.38
	
Effective Date

	5

	1.1.39
	
Equity Security

	5

	1.1.40
	
Estates

	5

	1.1.41
	
Executive

	5

	1.1.42
	
FAMI

	5




i







 



	1.1.43
	
FBHI

	5

	1.1.44
	
FBHII

	5

	1.1.45
	
FFEC

	5

	1.1.46
	
FGC

	5

	1.1.47
	
FGC Board of Directors

	6

	1.1.48
	
FGC Equity Security

	6

	1.1.49
	
FI

	6

	1.1.50
	
FLVI

	6

	1.1.51
	
FMC

	6

	1.1.52
	
FMI

	6

	1.1.53
	
FRI

	6

	1.1.54
	
FSI

	6

	1.1.55
	
FSI Warrants

	6

	1.1.56
	
Federal Judgment Rate

	6

	1.1.57
	
Final Order

	6

	1.1.58
	
Fitzgeralds Black Hawk

	6

	1.1.59
	
Fitzgeralds Las Vegas

	6

	1.1.60
	
Fitzgeralds Reno

	7

	1.1.61
	
Fitzgeralds Tunica

	7

	1.1.62
	
Gaming Authorities

	7

	1.1.63
	
General Unsecured Claim

	7

	1.1.64
	
Governmental Or Regulatory Authority

	7

	1.1.65
	
Indenture

	7

	1.1.66
	
Indenture Trustee

	7

	1.1.67
	
Indenture Trustee Professional Fees and Costs Payments

	7

	1.1.68
	
Informal Committee

	7

	1.1.69
	
Informal Committee Professionals

	7

	1.1.70
	
Informal Committee Professionals Fees and Costs Payments

	7

	1.1.71
	
Intercompany Claims

	8

	1.1.72
	
IRS

	8

	1.1.73
	
Lien

	8

	1.1.74
	
Liquidation Date

	8

	1.1.75
	
Liquidation Trust

	8

	1.1.76
	
Liquidation Trust Agreement

	8

	1.1.77
	
Liquidation Trust Board of Managers

	8

	1.1.78
	
Liquidation Trust Shares

	8

	1.1.79
	
Litigation Claims

	8

	1.1.80
	
Majestic Agreement

	8

	1.1.81
	
Majestic Investor

	8

	1.1.82
	
Net Distributable Cash

	9

	1.1.83
	
Net Residual Assets

	9

	1.1.84
	
Nevada Purchase Note

	9

	1.1.85
	
Nevada Secretary

	9

	1.1.86
	
Non-Debtor Affiliates

	9

	1.1.87
	
Noteholder Deficiency Claims

	9

	1.1.88
	
Noteholders

	9

	1.1.89
	
Notes

	9

	1.1.90
	
Original First Mortgage Security Documents

	9




ii







 



	1.1.91
	
NRS Chapter 92A

	9

	1.1.92
	
Old FGC Common Stock

	9

	1.1.93
	
Old FGC Preferred Stock

	9

	1.1.94
	
101 Main

	10

	1.1.95
	
101 Main Managing Member

	10

	1.1.96
	
Operating Companies

	10

	1.1.97
	
Operating Pleadings

	10

	1.1.98
	
Person

	10

	1.1.99
	
Petition Date

	10

	1.1.100
	
Plan

	10

	1.1.101
	
Plan Distribution Cash

	10

	1.1.102
	
Plan Supplement

	10

	1.1.103
	
Post-Petition Date Cash Distribution

	10

	1.1.104
	
Pre-Petition Date Excess Cash Distribution

	10

	1.1.105
	
Preserved Ordinary Course Administrative Claim

	11

	1.1.106
	
Priority Benefit Plan Contribution Claim

	11

	1.1.107
	
Priority Customer Deposits Claim

	11

	1.1.108
	
Priority Tax Claim

	11

	1.1.109
	
Priority Wage Claim

	11

	1.1.110
	
Pro Rata

	11

	1.1.111
	
Professional Fees

	11

	1.1.112
	
Protocol Motion

	11

	1.1.113
	
Protocol Order

	11

	1.1.114
	
Reinstated or Reinstatement

	11

	1.1.115
	
Residual Assets

	12

	1.1.116
	
Restructuring Agreement

	12

	1.1.117
	
Retention Payment

	12

	1.1.118
	
Risk Management Contracts

	12

	1.1.119
	
Schedules

	12

	1.1.120
	
SEC

	12

	1.1.121
	
Secured Claim

	12

	1.1.122
	
Secured Tax Claims

	13

	1.1.123
	
Securities Act

	13

	1.1.124
	
Senior Management

	13

	1.1.125
	
Senior Management Incentive Program

	13

	1.1.126
	
Statutory Committee

	13

	1.1.127
	
Subordinated Claim

	13

	1.1.128
	
Subsidiaries

	13

	1.1.129
	
Subsidiaries Board of Directors

	13

	1.1.130
	
Subsidiary Equity Interest

	13

	1.1.131
	
Original Subsidiary Guarantee

	13

	1.1.132
	
Tail Liability

	13

	1.1.133
	
363 Motion

	14

	1.1.134
	
363 Order

	14

	1.1.135
	
Taxes

	14

	1.1.136
	
Voting Record Date

	14

	1.2
	
Computation of Time

	14

	1.3
	
Rules of Interpretation

	14




iii







 



	2
	
TREATMENT OF UNCLASSIFIED CLAIMS

	14

	2.1
	
General

	14

	2.2
	
Treatment of Administrative Claims

	14

	2.2.1
	
Generally

	14

	2.2.2
	
Requests for Payment

	15

	2.2.3
	
Allowed Preserved Ordinary Course Administrative Claims

	15

	2.3
	
Executive Incentive Claims

	15

	2.3.1
	
Retention and Severance

	15

	2.3.2
	
Cash Distribution Incentive

	15

	2.4
	
Allowed Priority Tax Claims

	15

	3
	
DESIGNATION OF CLASSES OF CLAIMS AND EQUITY INTERESTS

	16

	3.1
	
Summary of Classification

	16

	3.2
	
Specific Classification

	17

	3.2.1
	
Class 1: Priority Wage Claims

	17

	3.2.2
	
Class 2: Priority Benefit Plan Contribution Claims

	17

	3.2.3
	
Class 3: Priority Customer Deposit Claims

	17

	3.2.4
	
Class 4: Secured Tax Claims

	17

	3.2.5
	
Class 5: Miscellaneous Secured Claims

	17

	3.2.6
	
Noteholder Secured Claims

	18

	3.2.7
	
Class 7: General Unsecured Claims

	18

	3.2.8
	
Class 8: Noteholder Deficiency Claims

	18

	3.2.9
	
Class 9: Intercompany Claims

	18

	3.2.10
	
Class 10: Subsidiary Equity Securities

	18

	3.2.11
	
Class 11: Old FGC Preferred Stock

	18

	3.2.12
	
Class 12: FSI Warrant Claims

	18

	3.2.13
	
Class 13: Old FGC Common Stock

	18

	4
	
DESIGNATION OF AND PROVISIONS FOR TREATMENT OF CLASSES OF
 CLAIMS NOT IMPAIRED BY THIS PLAN

	18

	4.1
	
Class 1 - Priority Wage Claims

	18

	4.2
	
Class 2 - Priority Benefit Plan Contribution Claims

	18

	4.3
	
Class 3 - Priority Customer Deposit Claims

	18

	4.4
	
Class 4 - Secured Tax Claims

	19

	4.5
	
Class 5 - Miscellaneous Secured Claims

	19

	4.6
	
Interest

	19

	5
	
DESIGNATION OF AND PROVISIONS FOR TREATMENT OF CLASSES OF
 CLAIMS AND EQUITY SECURITIES IMPAIRED BY THIS PLAN

	19

	5.1
	
Class 6 - Noteholder Secured Claims

	19

	5.1.1
	
Distributions

	19

	5.1.2
	
Reserves

	20

	5.2
	
Class 7 - General Unsecured Claims

	20

	5.3
	
Class 8 - Noteholder Deficiency Claims

	20

	5.4
	
Class 9 - Intercompany Claims

	20

	5.5
	
Class 10 - Subsidiary Equity Interests

	20

	5.6
	
Class 11 - Old FGC Preferred Stock

	20




iv







 



	5.7
	
Class 12 - FSI Warrant Claims

	20

	5.8
	
Class 13 - Old FGC Common Stock

	20

	6
	
MEANS FOR IMPLEMENTATION OF PLAN

	20

	6.1
	
Plan Implementation Steps Occurring on Effective Date

	20

	6.2
	
Distribution of Plan Distribution Cash

	22

	6.3
	
Notice of Effectiveness

	22

	6.4
	
Ratification of Liquidation Trust

	22

	6.5
	
No Corporate Action Required.

	22

	6.6
	
Informal Committee

	22

	6.7
	
Duties of Indenture Trustee

	22

	7
	
EXECUTORY CONTRACTS AND UNEXPIRED LEASES

	22

	7.1
	
Executory Contracts

	22

	7.2
	
Approval of Assumption or Rejection

	23

	7.3
	
Cure of Defaults

	23

	7.4
	
Post-Petition Date Contracts and Leases

	23

	7.5
	
Restructuring Agreement

	23

	7.6
	
Bar Date

	23

	7.7
	
Indemnification Obligations

	23

	8
	
MANNER OF DISTRIBUTION OF PROPERTY UNDER THIS PLAN

	24

	8.1
	
Surrender of Securities or Debt Instruments

	24

	8.2
	
Distribution Record Date

	24

	8.3
	
Delivery of Distributions

	24

	9
	
CONDITIONS PRECEDENT TO CONFIRMATION AND THE EFFECTIVE DATE

	25

	9.1
	
Conditions to Confirmation

	25

	9.2
	
Conditions to Effectiveness

	25

	9.3
	
Waiver of Conditions

	26

	10
	
TITLE TO PROPERTY; DISCHARGE; INJUNCTION

	26

	10.1
	
Revesting of Assets

	26

	10.2
	
Preservation of Litigation Claims

	26

	10.3
	
Discharge

	26

	10.4
	
Injunction

	26

	10.5
	
Exculpation

	26

	11
	
RETENTION OF JURISDICTION

	27

	11.1
	
Jurisdiction

	27

	12
	
MODIFICATION AND AMENDMENT OF PLAN; ALTERNATIVE TRANSACTIONS

	28

	12.1
	
Modification and Amendment

	28

	13
	
MISCELLANEOUS

	29

	13.1
	
Filing of Objections to Claims

	29




v







 



	13.2
	
Resolution of Objections After Effective Date; Distributions

	29

	13.2.1
	
Resolution of Objections

	29

	13.2.2
	
Distributions

	29

	13.2.3
	
Late-Filed Claims

	29

	13.3
	
Effectuating Documents; Further Transactions; Timing

	30

	13.4
	
Exemption from Transfer Taxes.

	30

	13.5
	
Revocation or Withdrawal of this Plan

	30

	13.6
	
Binding Effect

	30

	13.7
	
Governing Law

	30

	13.8
	
Modification of Payment Terms

	31

	13.9
	
Providing for Claims Payments

	31

	13.10
	
Set Offs

	31

	13.11
	
Notices

	31

	13.12
	
Statutory Committee

	32

	13.13
	
Severability

	32

	13.14
	
Withholding and Reporting Requirements

	33

	13.15
	
Post Confirmation Reporting

	33

	13.16
	
Cramdown

	33

	13.17
	
Quarterly Fees to the United States Trustee

	33




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


	 


	 

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


	 


	 

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


	 


	 

	     
1.1.23 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.


	 


	 

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





3







 



		
	 

	     
1.1.25 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.


	 


	 

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


	 


	 

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


	 


	 

	     
1.1.28 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.


	 


	 

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


	 


	 

	     
1.1.30 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.


	 


	 

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


	 


	 

	     
1.1.32 Disbursing Agent. The Liquidating Trust or such other Person
 as may be retained by the Liquidating Trust and approved by the
 Bankruptcy Court, to hold and distribute certain consideration to the
 holders of Unclassified Claims and Allowed Claims in Classes 1, 2, 3, 4,
 5, 7 and 8 (except for Noteholders) of this Plan on the Distribution
 Date. With respect to distributions to Noteholders in Classes 6 and 8,
 the Indenture Trustee shall be the Disbursing Agent.


	 


	 

	     
1.1.33 Disclosure Statement. The written disclosure statement that
 relates 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.


	 


	 

	     
1.1.34 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) 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,





4







 



		
	 

	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.


	 


	 

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


	 


	 

	     
1.1.36 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.


	 


	 

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


	 


	 

	     
1.1.38 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 Business Day on which all of the conditions set forth in Article 9 to
 this Plan have been satisfied or waived.


	 


	 

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


	 


	 

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


	 


	 

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


	 


	 

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


	 


	 

	     
1.1.43 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.


	 


	 

	     
1.1.44 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.


	 


	 

	     
1.1.45 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.


	 


	 

	     
1.1.46 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.





5







 



		
	 

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


	 


	 

	     
1.1.48 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.


	 


	 

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


	 


	 

	     
1.1.50 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.


	 


	 

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


	 


	 

	     
1.1.52 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.


	 


	 

	     
1.1.53 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.


	 


	 

	     
1.1.54 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.


	 


	 

	     
1.1.55 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.


	 


	 

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


	 


	 

	     
1.1.57 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.


	 


	 

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


	 


	 

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





6







 



		
	 

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


	 


	 

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


	 


	 

	     
1.1.62 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.


	 


	 

	     
1.1.63 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.


	 


	 

	     
1.1.64 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.


	 


	 

	     
1.1.65 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.


	 


	 

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


	 


	 

	     
1.1.67 Indenture Trustee Professional Fees and Costs Payments.The
 fees and costs of the Indenture Trustee’s professionals reimbursed by the
 Debtor prior to the Petition Date pursuant to the Restructuring Agreement
 and paid by the Debtors subsequent to the Petition Date pursuant to the
 Cash Collateral Order.


	 


	 

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


	 


	 

	     
1.1.69 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.


	 


	 

	     
1.1.70 Informal Committee Professionals Fees and Costs Payments.
 The fees and costs of the Informal Committee Professionals reimbursed by
 the Debtors prior





7







 



		
	 

	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.


	 


	 

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


	 


	 

	     
1.1.72 IRS. The Internal Revenue Service.


	 


	 

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


	 


	 

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


	 


	 

	     
1.1.75 Liquidation Trust.The trust created pursuant to Section
 6.1.5 of this Plan.


	 


	 

	     
1.1.76 Liquidation Trust Agreement.The agreement substantially in
 the form filed with the Bankruptcy Court as Exhibit “D” to the Disclosure
 Statement evidencing the Liquidation Trust.


	 


	 

	     
1.1.77 Liquidation Trust Board of Managers.The board of managers
 who shall administer the Liquidation Trust pursuant to the terms of the
 Liquidation Trust Agreement. The Board of Managers shall consist of from
 one to three individuals, unless otherwise agreed by the Informal
 Committee and Debtors, designated by the Informal Committee five (5)
 Business Days prior to the commencement of the Confirmation Hearing and
 approved by the Bankruptcy Court at the Confirmation Hearing.


	 


	 

	     
1.1.78 Liquidation Trust Shares.Certificates issued pursuant to
 this Plan and the Liquidation Trust Agreement evidencing the right to
 receive a Pro Rata distribution from the Liquidation Trust, pursuant to
 the terms and conditions set forth in the Liquidation Trust Agreement,
 which certificates shall be transferable.


	 


	 

	     
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 or the Liquidation Trust 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.





8







 



		
	 

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


	 


	 

	     
1.1.84 Net Residual Assets.An amount equal to the Residual Assets
 less the Tail Liability.


	 


	 

	     
1.1.85 Nevada Purchase Note.A note or notes issued (or to be
 issued) by a purchaser in connection with the acquisition of Fitzgeralds
 Reno. The Nevada Purchase Note shall have terms which are no less
 favorable to the Debtors than the Nevada Purchase Note terms as set forth
 in the Restructuring Agreement.


	 


	 

	     
1.1.86 Nevada Secretary.Secretary of State of the State of Nevada.


	 


	 

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


	 


	 

	     
1.1.88 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.


	 


	 

	     
1.1.89 Noteholders.The beneficial holders of Notes.


	 


	 

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


	 


	 

	     
1.1.91 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.


	 


	 

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


	 


	 

	     
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





9







 



		
	 

	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.


	 


	 

	     
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, (ii)
 Administrative Claims, Professional Fees and Preserved Ordinary Course
 Administrative Claims not yet allowed paid, (iii) reserves for the
 estimated costs and expenses of the Liquidation Trust for the term of the
 Liquidation Trust and (iv) reserves equal to any projected shortfall
 between estimated Residual Assets and estimated Tail Liabilities.


	 


	 

	     
1.1.103 Plan Supplement. [Intentionally Omitted]


	 


	 

	     
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.





10







 



		
	 

	     
1.1.106 Preserved Ordinary Course Administrative Claim.
 Administrative Claims that are based on liabilities incurred by the
 Debtors 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.


	 


	 

	     
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)





11







 



		
	 

	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 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 Residual Assets.This term shall have the meaning set
 forth in the Restructuring Agreement.


	 


	 

	     
1.1.117 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.


	 


	 

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


	 


	 

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






	 

	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;






		
	 

	     
1.1.120 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.


	 


	 

	     
1.1.121 SEC. The United States Securities and Exchange Commission.


	 


	 

	     
1.1.122 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





12







 



		
	 

	accordance with Section 553 of the Bankruptcy Code, in either case
 as determined pursuant to Section 506(a) of the Bankruptcy Code.


	 


	 

	     
1.1.123 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.


	 


	 

	     
1.1.124 Securities Act. The Securities Act of 1933, as amended.


	 


	 

	     
1.1.125 Senior Management.Collectively, Phillip D. Griffith,
 Michael E. McPherson, Paul H. Manske and Max L. Page.


	 


	 

	     
1.1.126 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.


	 


	 

	     
1.1.127 Statutory Committee. Collectively, any committee appointed
 pursuant to Section 1102 of the Bankruptcy Code.


	 


	 

	     
1.1.128 Subordinated Claim. Any Claim or Equity Security interest
 subordinated, for purposes of distribution or otherwise, pursuant to
 Section 510 of the Bankruptcy Code.


	 


	 

	     
1.1.129 Subsidiaries.FMI, FRI, 101 Main, FLVI, FBHI, FBHII, FFEC,
 FSI, FI and the Non-Debtor Affiliates.


	 


	 

	     
1.1.130 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.


	 


	 

	     
1.1.131 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.


	 


	 

	     
1.1.132 Subsidiary Guarantees. The guarantees by any Subsidiary of
 the obligations of FGC under the Notes and Indenture.


	 


	 

	     
1.1.133 Tail Liability.Any and all pre-Effective Date Allowed
 Claims (excluding the Notes) and Allowed unclassified Claims of any of
 the Debtors not assumed in connection with the purchase of the assets or
 the stock of the Operating Companies.





13







 



	 

	     
1.1.134 363 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.


	 


	 

	     
1.1.135 363 Order.Any Final Order of the Bankruptcy Court
 approving a 363 Motion.


	 


	 

	     
1.1.136 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.


	 


	 

	     
1.1.137 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 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





14







 



		
	 

	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 shall agree upon.


	 


	 

	     
2.2.2 Requests for Payment.All requests for payment of
 Administrative Claims against FGC and FRI 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
 the Liquidation Trust. 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 a
 Debtor prior to the Effective Date shall be paid, performed or settled by
 the Liquidation Trust pursuant to the terms and conditions under which
 such Claim arose.





     
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 Liquidation Trust.
 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.


	 


	 

	     
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 shall be paid to the Executives on the Effective Date
 pursuant to Section 6.1.4 of this Plan. Each of the Executives shall
 also receive, as distribution in respect of the Cash Incentive Claims,
 beneficial interests in the Liquidating Trust with regard to their Pro
 Rata Share of Net Residual Assets as provided for in the Restructuring
 Agreement. Such beneficial interests shall entitle the Executives pari
 passu to payments due to them under Section 5.2 of the Restructuring
 Agreement with respect to any Cash distributed to the Noteholders in
 respect of their beneficial interests in the Liquidating Trust.





     
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)


15







 


such other time as
 is agreed to by the holder of such Claim and the Debtors prior to the Effective
 Date or the Liquidation Trust 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 Liquidation Trust 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


	 

	 

	 

	 

	 


	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:

	 

	General Unsecured Claims

	 

	Unimpaired

-   not entitled to vote

-   no solicitation
 required





16







 

	 	 	 	 	 
	Class 8:

	 

	Noteholder Deficiency Claims

	 

	Impaired

-   entitled to vote

-   solicitation required


	 

	 

	 

	 

	 


	Class 9:

	 

	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 11:

	 

	
 Old FGC Preferred Stock

	 

	Impaired

-   deemed to have voted no

-   no solicitation
 required


	 

	 

	 

	 

	 


	Class 12:

	 

	
 FSI Warrant Claims

	 

	Impaired

-   deemed to have voted no

-   no solicitation
 required


	 

	 

	 

	 

	 


	Class 13:

	 

	
 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.





17







 



	 

	     
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: General Unsecured Claims.Class 7
 consists of all General Unsecured Claims against Debtors.


	 


	 

	     
3.2.8 Class 8: Noteholder Deficiency Claims.Class 8
 consists of the Noteholder Deficiency Claims.


	 


		
	 

	     
3.2.9 Class 9: Intercompany Claims.Class 9 consists of all
 Intercompany Claims amongst the Debtors.


	 


	 

	     
3.2.10 Class 10: Subsidiary Equity Securities.Class 10
 consists of the Subsidiary Equity Securities all of which are held by various of
 Debtors.


	 


	 

	     
3.2.11 Class 11: Old FGC Preferred Stock.Class 11
 consists of Old FGC Preferred Stock.


	 


	 

	     
3.2.12 Class 12: FSI Warrant Claims.Class 12 consists
 of FSI Warrant Claims.


	 


	 

	     
3.2.13 Class 13: Old FGC Common Stock.
 Class 13 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 Liquidation Trust
 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
 Liquidation Trust, 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 Liquidation Trust 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 Liquidation Trust, 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 Liquidation Trust 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 Liquidation Trust, shall agree [; and (v) a date when such
 Priority Customer Deposit


18







 


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 ClaimsEach Allowed
 Secured Tax Claim shall be paid in full from Plan Distribution Cash by the Liquidation Trust 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 Liquidation Trust, shall agree. Class 4 is unimpaired under this Plan. Holders of Claims in
 Class 4 are not entitled to vote on this Plan.


     
4.5. Class 5 – Miscellaneous Secured Claims.
 At the option of the Informal Committee, 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 Liquidation Trust, 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. Interest.All unimpaired Allowed Claims in
 Classes 1, 2 and 3 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.From and after the Effective Date, each
 Noteholder as of the Distribution Record Date shall be deemed to have
 received in consideration for the Allowed Secured Claim portion of its
 Allowed Claim its Pro Rata Share of the balance of the proceeds of
 collateral for the Notes to the extent such proceeds are not distributed
 to the Indenture Trustee prior to the Effective Date. Such proceeds
 shall be distributed to the Indenture Trustee for the benefit of and
 distribution to the Noteholders in accordance with the Indenture. The
 Indenture Trustee shall release and discharge any remaining Liens of the
 Notes Security Documents as required to receive related proceeds.





19







 



		
	 

	     
5.1.2 Reserves.All distributions hereunder to Noteholders and the
 Indenture Trustee (and under subsection 5.2 of this Plan) are subject to
 the requirements of subsection 9.2(d) regarding Plan Distribution Cash.





     
5.2. Class 7 – General Unsecured Claims.
 Each holder of an Allowed General Unsecured Claim shall receive Plan Distribution Cash equivalent to its
 Allowed General Unsecured Claim plus interest at the Federal Judgment Rate from
 the Petition Date until paid 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 Liquidation Trust have agreed or shall agree.


     
5.3. Class 8 – Noteholder Deficiency Claims.
 The Allowed Noteholder Deficiency Claims shall be satisfied by the distribution to the Indenture
 Trustee on the Distribution Date of its proportionate share of the Liquidation
 Trust Shares to be distributed to the Noteholders as more fully provided for in
 subsection 6.1.7 and Article 8 below.


     
5.4. Class 9 – 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 10 – Subsidiary Equity Interests.
 All Subsidiary Equity Interests shall be canceled and terminated without any further act or action
 under any applicable agreement, law, regulation, order or rule.


     
5.6. Class 11 – 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 12 – 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 13 – 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, the following events shall occur in the following sequence:



		
	 

	     
6.1.1 FGC shall cause FMC and NCI to be merged with
 and into FGC pursuant to NRS Chapter 92A, with FGC being the surviving entity in the
 mergers. At or about the same time as such mergers, FGC and FI shall
 cause FAMI to be merged with and into FGC





20







 



	 


	 

	pursuant to NRS Chapter 92A,
 with FGC being the surviving entity and with no consideration being paid
 to FAMI’s shareholders in such merger. On or before the Effective Date,
 FGC shall execute or cause to be executed, and shall file or cause to be
 filed with the Nevada Secretary, the articles of merger and any related
 documents required for the mergers of FMC, NCI and FAMI to be effective
 at the earliest time reasonably practicable on the Effective Date.


	 


	 

	     
6.1.2Each of the Debtor Subsidiaries shall merge with and into FGC
 pursuant to NRS Chapter 92A, with FGC being the surviving entity and with
 no consideration being paid to the respective shareholders of the Debtor
 Subsidiaries in such mergers. On or before the Effective Date, the
 Debtors shall execute or cause to be executed, and shall file or cause to
 be filed with the Nevada Secretary and any other applicable governmental
 authorities, the articles of merger and any related documents
 required for the mergers of the Debtor Subsidiaries to be effective at
 the earliest time reasonably practicable on the Effective Date after the
 mergers specified in Section 6.1.1 of this Plan.


	 


	 

	     
6.1.3The Plan Distribution Cash shall be delivered to the
 Liquidation Trust to be held and preserved by the Liquidation Trust as
 property of the Estate to be paid in accordance with this Plan.


	 


	 

	     
6.1.4Payment from Plan Distribution Cash of all monies due but not
 yet paid in accordance with the Senior Management Incentive Program,
 including the Retention Payments and Cash Incentive Claims to the extent
 not previously paid, and delivery to Senior Management of their
 Liquidation Trust Shares as provided for in this Plan, the Restructuring
 Agreement and Compensation Order.


	 


	 

	     
6.1.5The Liquidation Trust Agreement shall be executed and the
 Liquidation Trust shall be deemed effective. FGC shall settle the
 Liquidation Trust by irrevocably delivering and conveying to the
 Liquidating Trust (1) all Residual Assets; (2) all of the remaining
 assets of FGC; and (3) all rights to prosecute Litigation Claims. The
 Liquidation Trust shall assume all of the Tail Liabilities of FGC. The
 Liquidation Trust Shares shall be distributed as provided for in this
 Plan, the Liquidation Trust Agreement and the Restructuring Agreement.


	 


	 

	     
6.1.6The FGC Equity Securities shall be deemed cancelled. FGC
 shall be dissolved pursuant to NRS 78.622 without action on the parts of
 the directors, officers or holders of old FGC Common Stock. All of the
 officers and directors of FGC shall be deemed to have resigned. FGC
 shall provide such officers and directors with “tail” errors and
 omissions insurance coverage for a period of not less than three (3)
 years after the Effective Date similar to that provided such officers and
 directors as of the Confirmation Date. From the Confirmation Date until
 the Effective Date, all the existing outside directors of FGC will
 continue to be compensated as provided for in the Compensation Order and
 the Restructuring Agreement.


	 


	 

	     
6.1.7All funds or other property received by the Liquidation Trust
 shall be applied and distributed in accordance with the Liquidation Trust
 Agreement and this Plan.





21







 


     
6.2. Distribution 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). 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 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. Ratification of Liquidation Trust.On the
 Effective Date, each Person to whom an interest in the Liquidation Trust is distributed shall be
 deemed to have ratified and become bound by the terms of the Liquidation Trust
 Agreement.


     
6.5. No Corporate Action Required.As of the
 Effective Date: (i) the adoption, execution, delivery and implementation or assignment of all
 contracts, leases, instruments, releases and other agreements related to or
 contemplated by this Plan; (ii) the transfer of Estate assets provided for in
 Section 6.1 above; (iii) the mergers contemplated by Section 6.1 above; and (iv) the
 other matters provided for under or in furtherance of this Plan
 involving corporate action to be taken by or required of the 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, directors or
 officers of the 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.Following
 the Effective Date, the Indenture shall remain in effect to the extent required under this Plan and the
 Liquidation Trust. The Indenture Trustee shall take only those actions as from
 time-to-time requested by the Liquidation Trust Board of Managers on behalf of
 the Liquidation Trust, in accordance with the Indenture. On and after the
 Effective Date, the indemnity obligations to the Indenture Trustee under the
 Indenture shall become the obligations of the Liquidation Trust but in no event
 shall the Plan Distribution Cash or the beneficial interests of holders of
 General Unsecured Claims or Senior Management be subject to such indemnity
 claims.



	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 Debtors and assigned to the
 purchaser of substantially all of the assets the Fitzgeralds Reno Hotel Casino,
 or, at the election of the Informal Committee, the Liquidation Trust. Schedule
 7.1 may be modified by


22







 


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.


     
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 relevant Debtors of each
 executory contract and unexpired lease listed on Schedule 7.1, (ii) approval,
 pursuant to Bankruptcy Code Section 365(f), of the assignment of each such
 executory contract and unexpired lease to the Liquidation Trust; and (iii)
 authorization for the relevant 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. Upon the Effective Date, each
 counter party to an
 executory contract or unexpired lease listed on Schedule 7.1 shall be
 deemed to have consented to assumption and assignment contemplated by
 Bankruptcy Code Section 365(c)(1)(B), to the extent such consent is necessary
 for such assumption and assignment. 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 any executory contract or unexpired lease.


     
7.3. Cure of Defaults.The Liquidation Trust
 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 Liquidation Trust; 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 FGC or the Liquidation
 Trust 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.Executory
 contracts and unexpired leases entered into and other obligations incurred after the Petition
 Date by the Debtors shall be performed by the Debtors or the Liquidation Trust,
 as applicable, in the ordinary course of their business.


     
7.5. Restructuring Agreement.Entry of the
 Confirmation Order shall constitute authorization for the assumption and assignment on the Effective
 Date by Debtors to the Liquidation Trust 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
 KPMG, LLP, Claims Agent, Attention: Jeffrey Truitt, 355 South Grand Avenue,
#2000, Los Angeles, California 90071, no later than thirty (30) days after the
 entry of the Effective Date. Any Claim not filed within such time shall be
 forever barred.


     
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


23







 


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 assumed by (and where applicable, assigned to)
 the Liquidation Trust on the Effective Date; provided, however, that all
 obligations of FGC under such executory contracts shall be deemed satisfied by
 FGC’s payment in full prior to the Effective Date of the premium for a
 claims-made insurance policy providing $10,000,000.00 of tail coverage with a
 three-year term, substantially on the same terms as the FGC Directors’ &
 Officers’ insurance policy in effect as of the Confirmation 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 8 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 the Liquidation Trust Board of
 Managers. In the event any Noteholder seeks to establish the unavailability of
 the Note evidencing such Allowed Noteholder Deficiency Claim, the Liquidation
 Trust Board of Managers shall, within thirty (30) Business Days after receipt
 of the Noteholder’s evidence of unavailability and statement of indemnity of
 the Liquidation Trust Board of Managers, (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
 the Liquidation Trust. 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 the Liquidation Trust Board of
 Managers 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 the
 Liquidation Trust 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.
 The Liquidation Trust Board of Managers 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 Liquidation Trust Board of
 Managers 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 Liquidation Trust 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 the Liquidation Trust and the claim of any Noteholder
 or successor to such


24







 


Noteholder with respect to such property shall be
 discharged and forever barred notwithstanding any federal or state escheat laws
 to the contrary.



	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)

	 

	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 thatDebtors 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 this Plan shall be in form and
 substance reasonably acceptable to the Debtors and the
 Informal Committee;


	 


	 

	d)

	 

	Sufficient Plan Distribution Cash is set aside,
 reserved and withheld to make the distributions required by
 the Bankruptcy Code and this Plan;


	 


	 

	e)

	 

	Final Orders are entered approving the sale by
 363 Motion of the Operating Companies;


	 


	 

	f)

	 

	The sales of the Operating Companies have been
 consummated and Debtors have ceased to have any gaming
 activities;


	 


	 

	f)

	 

	The Debtors shall have received any and all
 required approvals by the Gaming Authorities to consummate the
 sales of the Operating Companies and this Plan; and


	 


	 

	g)

	 

	The Debtors shall not have adopted any retention
 or severance plans for employees.





25







 


     
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.Subject to the provisions of
 this Plan, the property of the Estates shall be transferred to the Liquidation Trust on the
 Effective Date, pursuant to Section 6.1.5. As of the Effective Date, all such
 property shall be free and clear of all Liens, Claims and Equity Securities
 except as otherwise provided herein.


     
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 transferred to the Liquidation Trust
 pursuant to Section 6.1.5. In the event Allowed General Unsecured Claims are
 not paid in full in Cash in accordance with subsection 5.2 of this Plan, and
 instead, receive beneficial interests in the Liquidation Trust, the Avoidance
 Actions as part of Litigation Claims, shall include the right to Postpetition Date Cash Distributions
 and Prepetition Date Excess Cash Distributions.


     
10.3. Discharge.All of the Debtors’ assets will be
 liquidated and the proceeds of which will be distributed pursuant to this Plan. As such, no
 assets are being retained by Debtors and the Debtors shall not receive a
 discharge.


     
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 Liquidation Trust or its
 respective property; (ii) enforcing, attaching, collecting or recovering in any
 manner any judgment, award, decree or order against the Liquidation Trust or
 its respective property; (iii) creating, perfecting or enforcing any Lien or
 encumbrance against the Liquidation Trust or its respective property; (iv)
 asserting a setoff, right of subrogation or recoupment of any kind against any
 debt, liability or obligation due to the Liquidation Trust or its respective
 property; 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 Liquidation Trust, 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,
 Liquidation Trust, 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 and assigned to


26







 


the Liquidation Trust, (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 Liquidation Trust, the Informal
 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 either this Plan or
 the Liquidation Trust and (iii) any liability of an attorney to its client not
 subject to exculpation under the Bankruptcy Code.



	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 Liquidation Trust 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 Liquidation Trust 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 members of the Liquidation Trust 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 Liquidation Trust 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 this Plan
 or the Disclosure Statement or the Confirmation Order, except
 as otherwise provided herein;





27







 



	 


	 

	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,
 Final Order, this Plan or the Confirmation Order or any
 Person’s obligations incurred in connection with a 363 Order,
 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, a 363
 Order, the Disclosure Statement, the Confirmation Order, the
 Liquidation Trust or any contract, instrument, release or
 other agreement or document created in connection with this
 Plan, the Disclosure Statement, Final Order, 363 Order,
 Confirmation Order or Liquidation Trust 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 Liquidation Trust; and


	 


	 

	n)

	 

	Decide or resolve any matter over which the
 Bankruptcy Court has jurisdiction pursuant to Section 505 of
 the Bankruptcy Code.


	 






	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


28







 


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, 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 Liquidation Trust or any other party properly
 entitled to do so after notice to the Liquidation Trust 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 Liquidation Trust 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 Liquidation Trust 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 Liquidation Trust wishes 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 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 Liquidation Trust.


	 


	 

	     
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





29







 



		
	 

	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 of the officers of the Debtors and any trustee of the Liquidation Trust 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.
 All transactions that are required to occur on the Effective Date under the
 terms of this Plan shall be deemed to have occurred simultaneously. The
 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 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.


30







 


     
13.8. Modification of Payment Terms.The Liquidation
 Trust reserves 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 8, 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 the Liquidation Trust
 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 the
 Liquidation Trust 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, the Liquidation Trust or the Disbursing Agent to
 attempt to locate any holder of an Allowed Claim.


     
13.10. Set Offs.The Debtors and the
 Liquidation Trust 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 Liquidation Trust 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
 Liquidation Trust 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:

	 	 	 
	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






31







 



	 	 	 
	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 Committee:

	 

	Houlihan Lokey Howard & Zukin

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 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,


32







 


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 Liquidation Trust Board of Managers 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 Liquidation Trust Board of
 Managers or the Indenture Trustee, as the case may be, shall be 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 Liquidation Trust shall comply with the
 post-confirmation reporting requirements found
 in Local Rule 3020. Additionally, to the extent required, the
 Liquidation Trust 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 Liquidation Trust,
 shall pay all quarterly fees payable to the Office of the United States Trustee
 for the Debtors after Confirmation, consistent with applicable


/ / /


/ / /


/ / /


/ / /


/ / /


/ / /


33







 


provisions of the Bankruptcy Code and Bankruptcy Rules.


DATED: December 5, 2002

	 	 	 	 	 
	 

	 

	Respectfully submitted,


	 

	 

	 

	 

	 


	 

	 

	FITZGERALDS GAMING CORPORATION,

 a Nevada corporation


	 

	 

	 

	 

	 


	 

	 

	
 By:

	 

	 


	 

	 

	 

	

	 

	 

	 

	 

	 


	 

	 

	101 MAIN STREET LIMITED LIABILITY COMPANY,

 a Colorado Limited Liability Company


	 

	 

	 

	 

	 


	 

	 

	
 By:

	 

	 


	 

	 

	 

	

	 

	 

	 

	 

	 


	 

	 

	FITZGERALDS BLACK HAWK, INC.,

 a Nevada corporation


	 

	 

	 

	 

	 


	 

	 

	
 By:

	 

	 


	 

	 

	 

	

	 

	 

	 

	 

	 


	 

	 

	FITZGERALDS BLACK HAWK II, INC.,
a Colorado corporation


	 

	 

	 

	 

	 


	 

	 

	
 By:

	 

	 


	 

	 

	 

	

	 

	 

	 

	 

	 


	 

	 

	FITZGERALDS INCORPORATED,

 a Nevada corporation


	 

	 

	 

	 

	 


	 

	 

	
 By:

	 

	 


	 

	 

	 

	

	 

	 

	 

	 

	 


	 

	 

	FITZGERALDS LAS VEGAS, INC.,

 a Nevada corporation


	 

	 

	 

	 

	 


	 

	 

	
 By:

	 

	 


	 

	 

	 

	

	 

	 

	 

	 

	 


	 

	 

	FITZGERALDS MISSISSIPPI, INC.,

 a Nevada corporation


	 

	 

	 


	 

	 

	By:

	 

	 


	 

	 

	 

	




34







 

	 	 	 	 	 
	 

	 

	FITZGERALDS RENO, INC.,

 a Nevada corporation


	 

	 

	 

	 

	 


	 

	 

	
 By:

	 

	 


	 

	 

	 

	

	 

	 

	 

	 

	 


	 

	 

	FITZGERALDS SOUTH, INC.,

 a Nevada corporation


	 

	 

	 

	 

	 


	 

	 

	
 By:

	 

	 


	 

	 

	 

	

	 

	 

	 

	 

	 


	 

	 

	FITZGERALDS FREMONT EXPERIENCE

 CORPORATION, a Nevada Corporation


	 

	 

	 

	 

	 


	 

	 

	
 By:

	 

	 


	 

	 

	 

	

	 

	 

	 

	 

	 


	 

	 

	GORDON & SILVER, LTD.


	 

	 

	 

	 

	 


	 

	 

	
 By:

	 

	 


	 

	 

	 

	

	 

	 

	 

	 

	Gerald M. Gordon,

 Attorney for the Debtors-In-Possession





35







 


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 Liquidation Trust may hold a claim or cause of action.
 Debtors and the Liquidation Trust Reorganized FGC 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 Liquidation Trust 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 Liquidation Trust 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 Liquidation Trust 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.


36







 


SCHEDULE 7.1
TO
PLAN OF REORGANIZATION


ASSUMED EXECUTORY CONTRACTS AND UNEXPIRED LEASES


37