Fitzgeralds Gaming Corp., Exhibit 10.2



Table of Contents


EXHIBIT 10.2


GORDON & SILVER, LTD.


WILLIAM M. NOALL, ESQ.


Nevada Bar No. 3549


MATTHEW C. ZIRZOW, ESQ.


Nevada Bar No. 7222


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.)

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

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

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

	o
	Affects this Debtor.
	/
	 
	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,
	/
	 
	ORDER RE: MOTION
 TO APPROVE

	
	 
	 
	AMENDED AND
 RESTATED AGREEMENT

	o
	Affects
 FITZGERALDS RENO, INC.,
	 
	 
	REGARDING
 PRE-NEGOTIATED

	a Nevada
 corporation,
	/
	 
	RESTRUCTURING

	
	 
	 
	 
	 

	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: November
 1, 2002

	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



     Debtors’
 Motion To Approve Amended And Restated Agreement Regarding Pre-Negotiated Restructuring
 (“Motion”) came on for hearing on November 1, 2002 at 2:00 p.m. William
 M. Noall, Esq. of Gordon & Silver, Ltd, appeared on behalf of the Debtors. Other
 counsels’ appearances are reflected in the Court’s record of the proceeding.


     The Court
 read and considered the Motion and the evidence in support thereof and considered
 the argument of counsel presented at the hearing. The Court took judicial notice
 of the pleadings, papers and records in the Court’s files respecting the above-captioned
 cases.


     On December
 5, 2000 (“Petition Date”), Debtors filed a copy of an Agreement Regarding
 Pre-Negotiated Restructuring (“Restructuring Agreement”) as Exhibit 15
 to the Omnibus Declaration of Michael E. McPherson on December 5, 2000. The Motion
 seeks an order approving an Amended And Restated Agreement Regarding Pre-Negotiated
 Restructuring (“Amended Restructuring Agreement”) retroactive to the date
 of the Restructuring Agreement, which was executed prior to the Petition Date.
 Although there was no formal or informal objection to the Motion, the Court had
 conceptual difficulty retroactively approving the Amended Restructuring Agreement.
 This difficulty was due to the fact that there have been a number of changed circumstances
 since the Petition Date dealt with by the Amended Restructuring Agreement that occurred
 prior to the hearing on the Motion. Accordingly, the Court determined that the amendments
 would be approved on a prospective basis only, without any judgment by the Court
 respecting matters covered by the amendments that occurred prior to the hearing.


     The Court
 concludes that (a) the Court has jurisdiction over this matter pursuant to
 28 U.S.C. §§ 157 and 1334; (b) the Motion is a core proceeding pursuant to 28 U.S.C.
 § 157(b)(2); and (c) the notice of the Motion was sufficient under the circumstances.
 Good cause appearing therefore;


2








Table of Contents



IT IS HEREBY ORDERED, ADJUDGED AND DECREED as follows:


     1.     The Motion
 is granted in its entirety, except as sated below.


     2.     Attached hereto
 as Exhibit “1” is the fully executed Amended Restructuring Agreement.
 Attached as Exhibit “2” is a black-line demonstrating the changes between
 the Restructuring Agreement and the Amended Restructuring Agreement (the “Amendments”).


     3.     The Restructuring
 Agreement, as amended by the Amendments, is approved. However the Amendments are
 approved prospectively only, from and after November 1, 2002.


     4.     All persons
 who received notice of the Motion and did not make a formal or informal objection
 are deemed to have consented to the relief requested in the Motion.


     5.     This Court
 may issue such further orders as it deems necessary to effectuate this Order.


     DATED this 27 day of November, 2002.



	 
	Gregg W. Zive
	 

	 
	
	 

	 
	UNITED STATES BANKRUPTCY JUDGE
	 




Respectfully submitted,


GORDON & SILVER, LTD.



	By:

	/s/ William M. Noall	 

	 

	
	 

	 
	/s/ Matthew C. Zirzow
	 

	 

	
	 

	 
	WILLIAM M.
 NOALL, ESQ.
	 

	 
	Nevada Bar
 No. 3549
	 

	 
	MATTHEW C.
 ZIRZOW, ESQ.
	 

	 
	Nevada Bar
 No. 7222
	 

	 
	3960 Howard
 Hughes Parkway, 9th Floor
	 

	 
	Las Vegas,
 Nevada 89109
	 

	 
	       Attorneys
 for Debtors
	 





	[[APPROVED]]/DISAPPROVED
	 
	[[APPROVED]]/DISAPPROVED

	 
	 
	 
	 
	 

	HALE, LANE,
 PEEK, DENNISON,
	 
	ROPES & GRAY

	HOWARD & ANDERSON
	 
	 
	 

	 
	 
	 
	 
	 

	By:

	/s/ Pauline NG Lee
	 
	By:

	/s/ D. Ross Martin

	 
	
	 
	 
	

	 
	PAULINE NG
 LEE, ESQ.
	 
	 
	D. ROSS MARTIN,
 ESQ.

	 
	2300 W. Sahara,
 #800, Box 8
	 
	 
	One International
 Place

	 
	Las Vegas,
 NV 89102
	 
	 
	Boston, MA
 02110-2624

	 
	Attorneys
 for Scout Development Corporation
	 
	 
	Attorneys
 for Bondholders




3








Table of Contents



AMENDED AND RESTATED AGREEMENT

REGARDING PRE-NEGOTIATED
RESTRUCTURING


FITZGERALDS GAMING CORPORATION

FITZGERALDS BLACK HAWK, INC.
FITZGERALDS BLACK HAWK II, INC.
FITZGERALDS
 LAS VEGAS, INC.
FITZGERALDS MISSISSIPPI, INC.
FITZGERALDS RENO, INC.
FITZGERALDS
 SOUTH, INC.
101 MAIN STREET LIMITED LIABILITY COMPANY
FITZGERALDS INCORPORATED

FITZGERALDS FREMONT EXPERIENCE CORPORATION



and


Philip D. Griffith
Michael
 E. McPherson
Max L. Page
Paul H. Manske


and


MEMBERS OF INFORMAL COMMITTEE
 OF HOLDERS OF 
12.25% SENIOR SECURED NOTES DUE 2004


Dated as of December 1, 2000










TABLE OF CONTENTS




									
	EXHIBIT 10.2
	EXHIBIT 10.3
	EXHIBIT 10.4
	EXHIBIT 10.5








Table of Contents


TABLE OF CONTENTS



	 
	 
	 
	Page

	 
	 
	 
	

	RECITALS
	1

	AGREEMENT
	2

	Article I
 Definitions
	2

	Article II
 General Terms of Restructuring
	10

	 
	Section 2.1
	General
	11

	 
	Section 2.2
	Acknowledgment of
 Obligations
	11

	 
	Section 2.3
	Acknowledgment of
 Security Interests
	11

	 
	Section 2.4
	Acknowledgement of
 Binding Effect of Documents
	12

	 
	Section 2.5
	No Other Waivers; Reservations
 of Rights
	12

	Article III
 Liquidation of Operating Companies and the Chapter 11 Cases
	12

	 
	Section 3.1
	Sales of Operating Companies
 and Commencement of Chapter 11 Cases
	13

	 
	Section 3.2
	Sale Negotiations
	14

	 
	Section 3.3
	Certain Agreements
 to Cooperate and Other Rights Respecting Claims
 Purportedly Owned by Fitzgeralds Sugar Creek, Inc.
	14

	 
	Section 3.4
	Forbearance by
 Consenting Noteholders and the Indenture Trustee
	14

	 
	Section 3.5
	Consenting
 Noteholder Representation
	15

	 
	Section 3.6
	Treatment of
 FGC Equity Interests
	15

	 
	Section 3.7
	Treatment of
 Subsidiary Equity Interests
	15

	 
	Section 3.8
	Pre-Petition Cash
 Distribution to Certain Unsecured Creditors
	15

	 
	Section 3.9
	Treatment of the
 Foothill Claim
	16

	Article IV
 Treatment of Noteholder Claims
	16

	 
	Section 4.1
	Pre-Petition Cash
 Distribution
	16

	 
	Section 4.2
	Excess Cash
 Distributions
	17

	 
	Section 4.3
	Distribution
 of Sale Proceeds
	17

	Article
 V Senior Management Incentive Program
	18

	 
	Section 5.1
	Senior Management Role
	18

	 
	Section 5.2
	Cash
 Distribution Incentive
	18

	 
	Section 5.3
	Senior Management’s
 Ownership of Nevada Purchase Notes
	20

	 
	Section 5.4
	Retention and Severance
	20

	 
	Section 5.5
	Certain Agreement
 with Senior Management
	21

	 
	Section 5.6
	Senior Management
 Employment Agreements and Compensation
	22

	 
	Section 5.7
	Bankruptcy Court
 Approval
	23

	 
	Section 5.8
	Agreement
 to Waive Claims by Senior Management
	24

	 
	Section 5.9
	Replacement of
 Executives
	25

	 
	Section 5.10
	Waiver of all
 FSI Warrants
	25

	Article VI
 Liquidating Trust
	25

	Article
 VII Lockup and Restrictions on Transfer of Notes
	25

	 
	Section 7.1
	Reserved
	26

	 
	Section 7.2
	Restrictions
 On Transfer of Notes, Claims and Interests
	26

	Article VIII
 Representations and Warranties
	27




i








Table of Contents




	 
	Section 8.1
	Senior Management
	27

	 
	Section 8.2
	Debtors and Senior Management
	28

	Article
 IX Bankruptcy Process
	30

	 
	Section 9.1
	Bankruptcy Filing
	30

	 
	Section 9.2
	Support of
 Agreement and Restructuring
	31

	 
	Section 9.3
	No Improper Solicitation
	33

	 
	Section 9.4
	Official
 Noteholder Committee
	33

	 
	Section 9.5
	Debtors’ Professionals
	33

	Article
 X Conduct of Business
	34

	 
	Section 10.1
	Conduct of Business
	34

	 
	Section 10.2
	Capital Expenditures
	36

	Article XI
 Conditions Subsequent, Defaults and Remedies
	36

	 
	Section 11.1
	Debtors’ Right to
 Terminate Agreement Upon Condition Subsequent
	36

	 
	Section 11.2
	Consenting Noteholders Right
 to Terminate Agreement Upon Condition Subsequent.
	36

	 
	Section 11.3
	Consenting
 Noteholders Right to Terminate Agreement Upon Condition Subsequent.
	36

	 
	Section 11.4
	Senior Management’s
 Right to Terminate Agreement Upon Condition Subsequent.
	37

	 
	Section 11.5
	Consenting
 Noteholder Default
	38

	 
	Section 11.6
	Remedies in the
 Event of a Consenting Noteholder Default
	38

	 
	Section 11.7
	Debtors’ Default
	39

	 
	Section 11.8
	Remedies in
 the Event of a Debtors’ Default
	39

	 
	Section 11.9
	Senior Management
 Default
	40

	 
	Section 11.10
	Remedies in the Event of
 a Senior Management Default
	40

	 
	Section 11.11
	Limitation on Right
 To Terminate Agreement By the Debtors’ or Senior Managements’ Default
	41

	 
	Section 11.12
	Limitation on
 Right To Terminate Agreement By the Debtors’ or Senior Managements’ Default
	42

	Article
 XII Miscellaneous
	43

	 
	Section 12.1
	Successors and Assigns
	43

	 
	Section 12.2
	Settlement; Release
	43

	 
	Section 12.3
	Notices
	44

	 
	Section 12.4
	Amendments
	45

	 
	Section 12.5
	Applicable Law
	45

	 
	Section 12.6
	Headings
	45

	 
	Section 12.7
	Counterparts
	45

	 
	Section 12.8
	Entire Agreement
	45

	 
	Section 12.9
	Time is of the Essence
	46

	 
	Section 12.10
	Effect of Termination
 of This Agreement
	46

	 
	Section 12.11
	Jurisdiction; Choice
 of Law; Waiver of Jury Trial
	46




ii








Table of Contents



EXHIBIT LIST


EXHIBITS TO
AGREEMENT
 REGARDING PRE-NEGOTIATED RESTRUCTURING



	Exhibit “1”
	Protocol Motion

	 
	 

	Exhibit “2”
	Form of Escrow Agreement

	 
	for the Retention and Severance Payment

	 
	(See Section 7.2(b))

	 
	 

	Exhibit “3”
	Compensation Motion

	 
	 

	Exhibit “4”
	Form of Liquidating Trust Agreement

	 
	 

	Exhibit “5”
	Form of Transferee Agreement

	 
	 

	Exhibit “6”
	Form of Legal Opinion

	 
	 

	Exhibit “7”
	List of Subsidiaries

	 
	 

	Exhibit “8”
	Agreement Regarding Use of Cash Collateral

	 
	 

	Exhibit “9”
	Interim Fee Procedures Motion and Order

	 
	 

	Schedule 2.3
	Liens

	 
	 

	Schedule 8.1
	Claims/Interests




iii








Table of Contents






Subject to
 entry of a Final Order by the Bankruptcy Court, this Restated And Amended Agreement
 Regarding Pre-Negotiated Restructuring (this “Agreement”) is (i) effective
 December 1, 2000 (ii) amends that certain Agreement Regarding Pre-Negotiated Restructuring
 dated as of December 1, 2000 and (iii) is entered into by and among Fitzgeralds
 Gaming Corporation, a Nevada corporation (“FGC”) and the following Subsidiaries;
 Fitzgeralds Mississippi, Inc. a Mississippi corporation, (“FMI”), 101
 Main Street, Limited Liability Company, a Colorado limited-liability company (“101
 Main”), Fitzgeralds Reno, Inc., a Nevada corporation (“FRI”) and
 Fitzgeralds Las Vegas, Inc., a Nevada corporation (“FLVI” collectively
 with FMI, 101 Main and FRI, the “Operating Companies”), Fitzgeralds Black
 Hawk, Inc. (“FBHI”) a Nevada corporation, Fitzgeralds Black Hawk II, Inc.
 (“FBHII”), a Colorado corporation, Fitzgeralds Fremont Experience Corporation,
 a Nevada corporation (“FFEC”), Fitzgeralds South, Inc. (“FSI”),
 a Nevada corporation, Fitzgeralds Incorporated, a Nevada corporation (“FI”
 and collectively with FGC, FBHI, FBHII, FFEC and FSI and the Operating Companies,
 the “Debtors”) and Philip D. Griffith, Michael E. McPherson, Paul H. Manske
 and Max L. Page (each an “Executive” and collectively, “Senior Management”),
 and with various funds and accounts advised by affiliates of Putnam Investment
 Management, Inc., The Putnam Advisory Company and Putnam Fiduciary Trust Company
 identified specifically on the signature pages hereto (collectively, “Putnam”),
 Contrarian Capital Management, L.L.C. (“Contrarian”), Prudential
 High Yield Fund Inc. and The Prudential Series Fund Inc., High Yield Bond Portfolio
 (collectively, “Prudential”), The Varde Fund, L.P., The Varde Fund IV-A,
 L.P., The Varde Fund V, L.P. and The Varde Select Fund, L.P., Credit Suisse First
 Boston International.


RECITALS





WHEREAS, pursuant
 to that certain Indenture dated as of December 31, 1997, (the “Indenture”)
 by and among FGC as obligor; the Operating Companies, FSI, FI, FBHI, FFEC and FBHII
 as guarantors (the “Guarantors”); and The Bank of New York, a New York
 banking corporation, and any successor in interest (the “Indenture Trustee”),
 as trustee thereunder, FGC has issued $205,000,000 principal amount of its
 12.25% Senior Secured Notes due 2004 (the “Notes”); and





WHEREAS, FGC
 is currently in default of certain of its obligations with respect to the Notes
 including, among other things, its failure to make interest payments due thereunder
 on June 15, 1999, December 15, 1999 and June 15, 2000, which failures constitute
 “Events of Default” under the Indenture; and





WHEREAS, the
 Debtors, Senior Management and the Consenting Noteholders believe that the fair
 market value of the real and personal property securing the Notes is less than the
 total outstanding principal and interest due under the Notes, and that the fair
 market value of Debtors’ real and personal property not securing the Notes
 is less than the amount of the unsecured deficiency claim of the Noteholders; and





WHEREAS, the
 parties’ primary objective in this restructuring is to maximize the value of
 the Noteholders’ recoveries in as much as the obligations owed by the Debtors
 to the Noteholders constitute in excess of 90% of the Debtors’ liabilities,
 and the parties’ desire to obtain this


1








Table of Contents





objective through an expeditious and
 orderly sale of the Operating Companies as going concerns by asset and/or stock
 sales and the distribution of the net proceeds therefrom; and





WHEREAS, the
 Consenting Noteholders and the Debtors are desirous of maintaining the stability
 of operations and gaming licensing during the sale of the stock and/or assets of
 the Operating Companies, and have determined that it is important to retain Senior
 Management; each Executive has advised the Consenting Noteholders and the Debtors
 that, subject to the conditions set forth in this Agreement, each Executive is prepared
 to remain in such employ and forego alternative employment opportunities in favor
 of remaining with the Debtors through the Liquidation Date and the Cash Distribution
 Incentive and Retention Payment have been developed and negotiated (and as incorporated
 in the Chapter 11 Senior Management Retention and Severance Program entered into
 by Debtors and Senior Management) to provide an incentive for Senior Management
 to remain with the Debtors, thereby enhancing the probability that maximum sale
 proceeds will be realized from the sale of the assets (or the stock) of the Operating
 Companies and the sale of the remaining assets of FGC in an expeditious manner.





WHEREAS, certain
 of the Executives are licensed under gaming laws and regulations applicable to the
 Debtors and own a substantial portion of Existing Common Stock.


AGREEMENT





NOW, THEREFORE,
 in consideration of the foregoing and for other good and valuable consideration,
 the receipt and sufficiency of which are hereby acknowledged, the Debtors, Senior
 Management, each of the Executives and the Consenting Noteholders (severally and
 neither jointly nor jointly and severally) hereby covenant and agree as follows:


Article I
Definitions






For purposes
 of this Agreement, the following capitalized terms shall have the following meanings:





“101
 Main” has the same meaning as set forth in the Preamble to this Agreement,
 and is a wholly owned subsidiary of FBHII.





“363
 Motion” means each motion(s) filed by one or more of the Debtors seeking an
 order authorizing the sale of the assets of one or more Operating Companies, or
 the stock of such companies, free and clear of Liens pursuant to Section 363 of
 the Bankruptcy Code 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, as set forth in the Protocol Motion.





“Affiliate” has the
 same meaning as the term “affiliate” in the Indenture.





“Agreement” means
 this Amended and Restated Agreement Regarding Pre-Negotiated Restructuring.


2








Table of Contents






“Article” means
 an Article of this Agreement, unless the context otherwise indicates.





“Bankruptcy
 Code” means the Bankruptcy Reform Act of 1978, Title 11, United States Code,
 as now in effect or hereafter amended, 11 U.S.C. §§ 101 et seq.





“Bankruptcy
 Court” means the United States Bankruptcy Court for the District of Nevada,
 Northern Division.





“Bankruptcy
 Rules” means the Federal Rules of Bankruptcy Procedure, promulgated pursuant
 to 28 U.S.C. § 2075 and the Local Rules of Practice of the United States Bankruptcy
 Court, District of Nevada as applicable from time to time during the Chapter 11
 Cases.





“Beneficial
 Owner” has the meaning set forth in Section 7.2.





“Best
 Rejected Offer” means with respect to the assets (or the stock) of each Operating
 Company, the Rejected Offer with the highest proposed purchase price.





“Bonus
 Formula” has the meaning set forth in Section 5.6.





“Business
 Day” means any day except Saturday, Sunday, or a day in which commercial banks
 in the state of Nevada or state of New York are authorized or required by law to
 close.





“Cash
 Collateral Stipulation” has the meaning set forth in Section 9.1.





“Cash
 Distribution Incentive” has the meaning set forth in Section 5.2.





“Chapter
 11 Cases” has the meaning set forth in Article II.





“Compensation
 Motion” has the meaning set forth in Section 5.7.





“Confirmation
 Date” means the date upon which the Bankruptcy Court enters its order confirming
 the Plan for FGC.





“Consenting
 Noteholders” means, collectively, (i) Putnam, MSDW, Contrarian and Prudential,
 (ii) any Transferees to whom a transfer of any Notes has been effected by any Consenting
 Noteholder after the date hereof and (iii) any Noteholders that are Affiliates of
 any Transferees.





“Contrarian” has the meaning set
 forth in the Preamble to this Agreement.





“Court
 Approval Date” has the meaning set forth in Section 5.2.





“Debtors” has the meaning set forth in the
 Preamble to this Agreement.


3








Table of Contents






“Debtors’ Professionals” means
 Gordon & Silver, Ltd., KPMG, LLP, Arthur Andersen,
 LLP, Hughes, Hubbard and Reed, Deloitte & Touche LLP and such other professionals
 retained by the Debtors to advise and represent them in the Restructuring and in
 the Chapter 11 Cases.





“Deemed
 Sales Prices” means the sales price at which the assets (or stock) of each
 Operating Company are ultimately sold, including a credit bid by the Indenture Trustee;
 provided, however, that if a bid for the assets or stock of any Operating Company
 made at any auction is not accepted by the Indenture Trustee and the auction is
 terminated, the last bid before such auction was terminated shall be the Deemed
 Sales Price of such Operating Company.





“Default
 Date” has the meaning set forth in Section 5.2.





“Discount
 Rate” has the meaning set forth in Section 5.2.





“Distributable
 Cash” means the sum of: (a) all Excess Cash Distributions paid to the Indenture
 Trustee; (b) net cash and non-cash consideration received by the Indenture Trustee
 or the beneficiaries of the Liquidating Trust from the sales of assets (or stock)
 of Operating Companies and the Deemed Sales Price (without duplication); (c) all
 Purchase Notes received by the Debtors; (d) the Nevada Purchase Notes received by
 the Debtors; (e) the proceeds of the Net Residual Assets; (f) the amount of the
 Retention Payment; (g) the amount paid to Houlihan Lokey by FGC and/or the other
 Debtors in excess of $600,000.00; (h) the sum of each Higher Offer Amount; and (i)
 the Deemed Sales Price to the extent not included in subpart (b) of this paragraph.
 No component of Distributable Cash shall be reduced by the Cash Distribution Incentive
 payment(s) when determining Distributable Cash.





“Distribution
 Date” has the meaning set forth in Section 5.2.





“Definitive
 Purchase and Sale Agreement” has the meaning set forth in Section 3.1(a).





“Effective
 Date” means the later of the first Business Day following the closing date
 of the sale of the last of the assets (or stock) of the Operating Companies or the
 first Business Day that is at least eleven calendar days after the Confirmation
 Date of the FGC Plan.





“Events
 of Default” as used in the Recitals and Article II of this Agreement shall
 have the meaning provided in the Indenture.





“Excess
 Cash” means $13,000,000 distributed pursuant to Section 4.1 of this Agreement
 and, with respect to any applicable period after the Petition Date, all cash and
 all cash equivalents held by the Debtors (excluding Restricted Cash and the
 Retention Payment to the extent not included in the definition of Restricted Cash)
 in excess of $16,500,000.00 (or $15,000,000 once Fitzgeralds Reno is the
 subject of a Definitive Purchase and Sale Agreement) plus the applicable Purchase
 Agreement Cash Reserve plus the amount of any bid protection (i.e. Breakup fee)
 or expense reimbursement then pending in an application or stated in an order therefore
 .





“Excess
 Cash Distributions” has the meaning set forth in Section 4.2.


4








Table of Contents






“Executive” has the meaning
 set forth in the Preamble to this Agreement.





“Executive
 Claims/Interests” has the meaning set forth in Section 7.2.





“Executive
 Payment” has the meaning set forth in Section 5.5.





“Existing Common Stock” means
 all the outstanding and existing common
 stock and related options and warrants (if any) of FGC.





“Existing
 Preferred Stock” means all of the outstanding and existing preferred stock
 of FGC and related options and warrants, including the cumulative redeemable preferred
 stock of FGC issued pursuant to a Certificate of Designation of Preferences and
 Rights dated the 8th day of December 1995.





“FBHI” has the same meaning
 set forth in the Preamble to this Agreement, and is a
 wholly owned subsidiary of FI.





“FBHII” has the same meaning
 set forth in the Preamble to this Agreement, and is a
 wholly owned subsidiary of FBHI.





“FFEC” has the meaning set
 forth in the Preamble of this Agreement, and is a wholly
 owned subsidiary of FLVI.





“FI”
 has the same meaning set forth in the Preamble to this Agreement, and is a wholly
 owned subsidiary of FGC.





“FLVI” has the
 same meaning set forth in the Preamble to this Agreement, and is a
 wholly owned subsidiary of FSI.





“FAMI” has the same meaning set
 forth in Section 5.8 and is a Non-Debtor Affiliate.





“Final
 Order” means an order, judgment or other decree of the Bankruptcy Court which
 has not been appealed, vacated, reversed, modified or amended or stayed, and for
 which the time to appeal or seek review or rehearing has expired.





“FM”
 has the same meaning set forth in Section 5.8 and is a non-Debtor Affiliate.





“FMI” has the same meaning set
 forth in the Preamble to this Agreement, and is a
 wholly owned subsidiary of FSI.





“FRI” has
 the same meaning set forth in the Preamble to this Agreement, and is a
 wholly owned subsidiary of FGC.





“FSI” has the meaning set forth
 in the Preamble to this Agreement, and is a wholly
 owned subsidiary of FGC.


5








Table of Contents






“Fitzgeralds
 Black Hawk” means the assets comprising the Fitzgeralds Black Hawk Casino owned
 and operated by 101 Main.





“Fitzgeralds
 Las Vegas” means the assets comprising the Fitzgeralds Las Vegas Hotel and
 Casino owned and operated by FLVI.





“Fitzgeralds
 Reno” means the assets comprising the Fitzgeralds Reno Hotel and Casino owned
 and operated by FRI.





“Fitzgeralds
 Tunica” means the assets comprising the Fitzgeralds Tunica Hotel and Casino
 owned and operated by FMI.





“Foothill” means Foothill Capital
 Corporation, a California corporation.





“FSI
 Warrants” means any warrants to purchase shares of common stock of FSI, formally
 known as Fitzgeralds Gaming Corporation, issued in connection with the issuance
 of $36,000,000 in aggregate amount of Senior Secured Notes in February 1994.





“Guarantors” has
 the meaning set forth in the Recitals to this Agreement.





“Higher
 Offer Amount” means with respect to the assets or stock of each Operating Company,
 the difference between: (a) the Best Rejected Offer; and (b) the Deemed Sales Price;
 provided, however, if (a) is less than (b), the Higher Offer Amount shall be deemed
 to equal zero.





“Houlihan
 Lokey” means Houlihan Lokey Howard Zukin Capital.





“Indenture” has
 the meaning set forth in the Recitals to this Agreement.





“Indenture
 Trustee” has the meaning set forth in the Recitals to this Agreement.





“Informal
 Committee” means the informal committee of Noteholders comprised of Consenting
 Noteholders signatory hereto.





“Informal
 Committee Professionals” means Ropes & Gray and Houlihan Lokey and such
 other professionals retained by the Informal Committee from time to time.





“Interim
 Fee Procedures Motion and Order” has the meaning set forth in Sections 9.4
 and 9.5.





“Legal
 Opinion” has the meaning set forth in Section 7.2.





“Leveraged
 Offer(s)” means any offer to acquire one or both of the Nevada Properties,
 which among other things, is conditioned upon the applicable selling Debtor accepting
 a Nevada Purchase Note(s) as consideration.





“Lien” has the
 meaning set forth in Section 101(37) of the Bankruptcy Code.



6








Table of Contents






“Liquidating
 Trust” has the meaning set forth in Article VI of this Agreement.





“Liquidation
 Date” means the date on which the sale of the last Operating Company is consummated
 and all of the Residual Assets have been transferred to the Liquidating Trust.





“Minimum
 Spread” means an amount equal to 500 basis points plus the product of 20 basis
 points times the difference between 25% and the percentage of shareholders’
 equity as a portion of total financing debt and equity capitalization of the Buyer
 on the closing date of the sale.





“Motions” means
 individually and collectively the Protocol Motion, Compensation Motion,
 363 Motion, Motion to Approve the Cash Collateral Stipulation and the Interim Fee
 Procedures Motion.





“Net
 Distributable Cash” means cash and non-cash consideration available for distribution
 to the Indenture Trustee (and the Noteholders) and shall equal the Distributable
 Cash less the sum of: (a) the Cash Distribution Incentive payments; (b) the Retention
 Payment; (c) the amount paid to Houlihan Lokey by FGC and/or the other Debtors in
 excess of $600,000.00; and (d) to the extent any Higher Offer Amounts greater than
 zero are included in Distributable Cash, the sum of each such Higher Offer Amount
 and the portion of value ultimately realized from the sale of the assets (or stock)
 of each individual unsold Operating Company to which each such individual Higher
 Offer Amount relates.





“Net
 Residual Assets” means an amount equal to the difference between: (a) the
 Residual Assets, minus (b) the Tail Liability.





“Nevada
 Club, Inc.” has the meaning set forth in Section 5.8 and is a wholly owned
 subsidiary of FGC and a Non-Debtor Affiliate.





“Nevada
 Properties” means Fitzgeralds Las Vegas and Fitzgeralds Reno and “Nevada
 Property” means either of the Nevada Properties.





“Nevada
 Purchase Note(s)” means a note issued (or to be issued) by a purchaser in connection
 with the acquisition of one or both of the Nevada Properties. Each Nevada Purchase
 Note shall have terms, which are no less favorable to the Debtors than the Nevada
 Purchase Note Terms.





“Nevada
 Purchase Note Terms” means in respect of a Nevada Purchase Note: (a) securing
 the obligations under such Nevada Purchase Note with a first priority lien, mortgage
 and security interest on all assets of the Operating Company having been sold in
 respect of that Nevada Purchase Note; (b) a maturity date (without acceleration)
 of the principal of all interest on such Nevada Purchase Note not later than the
 sixth anniversary of its making; (c) representations, warranties, defaults and restrictive
 covenants on operation and financing activities of the maker that are customary
 for senior secured indebtedness in the gaming industry; (d) a principal amount that
 does not exceed 85% of the purchase price for such Operating Company; (e)
 interest payable



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in cash not less than semi-annually; and
 (f) an interest rate not less than the sum of the Minimum Spread plus the interest
 rate on U.S. Treasury Notes as of the date of the closing with the same maturity
 date as such Nevada Purchase Note.





“Non-Debtor
 Affiliates” has the meaning set forth in Section 5.8.





“Noteholders” means
 any beneficial holder of Notes.





“Notes” has
 the meaning set forth in the Recitals to this Agreement.





“Official
 Noteholder Committee” means an official committee as provided for by Section
 1102(a)(1) of the Bankruptcy Code, the majority of members of which are Consenting
 Noteholders.





“Operating
 Cash” shall mean, with respect to the Operating Companies as a group, cash
 and cash equivalents (exclusive of Restricted Cash) in the total amount of $13 million.
 With respect to each individual Operating Company, Operating Cash shall mean cash
 and cash equivalents (exclusive of Restricted Cash) in the following amounts: FRI
 - $3 million; 101 Main - $2.5 million; FLVI - $3.5 million; and FMI $4 million.





“Operating
 Companies” has the meaning set forth in the Preamble to this Agreement and
 “Operating Company” means any of the Operating Companies.





“Operating
 Pleadings” has the same meaning set forth in Section 9.1.





“Petition
 Date” means the date that the Debtors file their petitions under Chapter 11
 with the Bankruptcy Court.





“Petition
 Pleadings” has the meaning set forth in Section 9.1.





“Pre-Petition
 Cash Distribution” has the meaning set forth in Section 4.1.





“Pre-Petition
 Unsecured Payment” has the meaning set forth in Section 3.8.





“Properties” means,
 collectively, Fitzgeralds Black Hawk, Fitzgeralds Las Vegas, Fitzgeralds
 Reno and Fitzgeralds Tunica. “Property” means any of the Properties.





“Plan” means
 plan(s) of reorganization to be proposed by the Debtors on terms consistent
 and in accordance with this Agreement, which plan(s) are in form and substance reasonably
 acceptable to the Consenting Noteholders.





“Protocol
 Motion” means the Motion for Order Approving Procedures for Sale of Assets
 Free and Clear of Liens, Claims and Interest and Assumption and Assignment of Certain
 Executory Contracts and Unexpired Leases, in substantially the form attached hereto
 as Exhibit “1,” to be filed on the Petition Date for the purposes of establishing
 the procedures by which sales



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of Operating Companies shall be documented,
 advertised and brought before the Bankruptcy Court for approval, as such procedure
 may be amended from time to time.




“Prudential” has
 the meaning set forth in the Preamble to this Agreement.






“Purchase
 Agreement Cash Reserve” means, at all times when the Debtors are party to Definitive
 Purchase and Sale Agreements for a number of Operating Companies listed below, the
 amount in the following chart:



	
# of Operating Companies

Under P & S Contracts
	
 
	
Amount
	
 

	


	
 
	


	
 

	
0

	
 
	
$
	
0
	
 

	
1

	
 
	
$
	
0
	
 

	
2

	
 
	
$
	
4,000,000
	
 

	
3

	
 
	
$
	
5,000,000
	
 

	
4

	
 
	
$
	
7,500,000
	
 







“Purchase
 Note(s)” means a note issued (or to be issued) by a purchaser in favor of FMI
 or 101 Main (or both as the case may be) in connection with the acquisition of Fitzgeralds
 Black Hawk and/or Fitzgeralds Tunica.





“Putnam” has
 the meaning set forth in the Preamble to this Agreement.





“Qualified
 Offer” means a cash offer with respect to Fitzgeralds Black Hawk and Fitzgeralds
 Tunica, and means either a cash offer or a Leveraged Offer with respect to either
 Fitzgeralds Las Vegas or Fitzgeralds Reno. Such offer(s) shall be from a party
 that more likely than not can close the proposed transaction, including obtaining
 any necessary financing (excluding any financing which consists of a Nevada Purchase
 Note) and required licensing approvals, and shall contain substantially all of the
 non-financial material terms and conditions contained in the Purchase and Sale Agreement
 attached as Exhibit “2” to the Protocol Motion.





“Rejected
 Offer” means any Qualified Offer (excluding any Leveraged Offer made by any
 Executive or his Affiliates) received for the assets (or the stock) of any of the
 Operating Companies of which FGC recommends the acceptance, but which the Informal
 Committee (or the Official Noteholder Committee, as the case may be) or Indenture
 Trustee elects to reject.





“Residual
 Assets” means, without duplication of any other component of Distributable
 Cash, all tangible and intangible assets belonging to the Debtors and to the Liquidating
 Trust which, as of the Liquidation Date, are not a Purchase Note(s), Nevada Purchase
 Note(s) or operating assets (or stock) of any Operating Company that has not been
 sold.





“Restricted
 Cash” means cash which, in accordance with generally accepted accounting principles
 (“GAAP”) consistently applied, is properly classified on the balance sheet
 of FGC and/or any of its subsidiaries as “restricted.” The $2,400,000.00
 placed in escrow for the Retention Payment and/or any unfunded portion thereof shall
 automatically be considered



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Restricted Cash notwithstanding requirements
 pursuant to GAAP to classify such amounts otherwise.




“Restructuring” has
 the meaning set forth in Article II.






“Retention
 Payment” has the meaning set forth in Section 5.4.





“Section” means
 a Section of this Agreement unless the context otherwise indicates.





“Security
 Documents” as used in Article II of this Agreement shall have the meaning provided
 in the Indenture.





“Senior
 Management” has the meaning set forth in the Preamble to this Agreement.





“Senior
 Management Affiliate” has the meaning set forth in Section 10.1.





“Senior
 Management Incentive Program” means the Cash Distribution Incentive and Retention
 Payment payable to Senior Management as set forth in Article V and the Executive
 Payment.





“Subject
 Parties” has the meaning set forth in Section 7.2.





“Successors” has
 the meaning set forth in Section 7.2.





“Subsidiaries” means
 FRI, 101 Main, FMI, FI, FSI, FBHI, FBHII, FFEC and FLVI.





“Tail
 Liability” is any liability (excluding the Notes) of any of the Debtors not
 assumed in connection with a purchase of the assets or the stock of the Operating
 Companies.





“Transfer” has
 the meaning set forth in Section 7.2.





“Transferee” has
 the meaning set forth in Section 7.2 of this Agreement.





“Transferee
 Agreement” has the meaning set forth in Section 7.2.





“Transferor” has
 the meaning set forth in Section 7.2.





“Unsecured
 Debt Cap” has the meaning set forth in Section 3.8.





“UST” means
 the Office of the United States Trustee.





“Wind-up
 Period” has the meaning set forth in Section 5.6.



Article II
General
 Terms of Restructuring



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Section 2.1     General
 Purpose of Agreement. The parties to this Agreement have agreed to a restructuring
 of the Debtors which shall be implemented by the Debtors commencing cases under
 Chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”) in Bankruptcy
 Court (the “Restructuring”). The Debtors, Senior Management and the Consenting
 Noteholders have concluded that the enterprise value of the Debtors (including separate
 sales of the Operating Companies’ assets or stock) is not sufficient to pay
 all claims in respect of the Notes in full, and therefore no distribution will be
 made to holders of Existing Common Stock, Existing Preferred Stock and the FSI Warrants.
 The Debtors in coordination and cooperation with the Informal Committee will seek
 purchasers for the assets (or the stock) of the Operating Companies during the period
 prior to the filing of the Chapter 11 Cases. In order to accomplish this orderly
 liquidation, the Debtors shall file petitions for relief under Chapter 11 of the
 Bankruptcy Code and proceed by way of 363 Motions(s) and/or Plan(s) to obtain approval
 of sales agreements with such purchasers in accordance with the Protocol Motion,
 and in the event sales agreements are not entered into for the sale of the assets
 (or the stock) of all of the Operating Companies and an auction is requested by
 the Consenting Noteholders pursuant to Section 3.1 (c) of this Agreement, to sell
 the assets (or the stock) of any remaining Operating Companies through an auction
 process before the Bankruptcy Court. The Restructuring will provide for the Indenture
 Trustee (and thereby, the Noteholders) to receive the Net Distributable Cash. Additionally,
 given the regulatory approvals needed to accomplish the Restructuring, and in recognition
 of the need to retain Senior Management in order to insure continuity and compliance
 with all gaming regulations and licensing requirements in the Debtors’ operations
 during the Restructuring, the Senior Management Incentive Program will be adopted
 by the Debtors as a preventative measure in order to retain key executives and adequately
 compensate them for their continued employment with the Debtors during the Restructuring
 and to incentivise Senior Management to obtain the highest return for the Noteholders.
 The summary of the Restructuring set forth in this Section 2.1 is qualified in
 its entirety by the other provisions of this Agreement, which provide a more detailed
 description of the terms and conditions of the Restructuring.





Section 2.2     Acknowledgment
 of Obligations. FGC and the Guarantors acknowledge, confirm and agree that
 as of the date hereof, FGC and the Guarantors are indebted to the Indenture Trustee
 in the principal amount of $205,000,000 with respect to the Notes, together with
 accrued interest of approximately $56,800,000, plus certain charges and expenses
 of the Indenture Trustee. Such amounts, and fees, costs, expenses and other charges
 now or hereafter payable under the Indenture and the Security Documents are unconditionally
 owing by FGC and the Guarantors without offset, defense or counterclaim by the Debtors
 of any kind, nature or description whatsoever, except as may be limited by bankruptcy,
 insolvency, reorganization, moratorium or other similar laws relating to or limiting
 creditors’ rights generally or by equitable principles relating to enforceability.





Section 2.3     Acknowledgment
 of Security Interests. FGC and the Guarantors hereby acknowledge, confirm and
 agree that as of the date hereof, the Indenture Trustee (for the benefit of the
 Noteholders) has and shall continue to have valid, enforceable and perfected liens
 upon and security interest in the collateral heretofore granted to the Indenture
 Trustee pursuant to the Security Documents (except as may be limited by bankruptcy,
 insolvency, reorganization, moratorium or other similar laws relating to or limiting
 creditors’ rights generally with respect to



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enforceability or by equitable
 principles relating to enforceability), subject only to the liens described on Schedule
 2.3 not exceeding the amount listed thereon.





Section 2.4     Acknowledgement
 of Binding Effect of Documents. FGC and the Guarantors hereby acknowledge, confirm
 and agree that as of the date hereof: (a) each of the Security Documents to which
 FGC or any Guarantor is a party has been duly executed and delivered by FGC or such
 Guarantors and each is in full force and effect, (b) the agreements and obligations
 of FGC and the Guarantors contained in the Security Documents constitute legal,
 valid and binding obligations of FGC and the Guarantors, as the case may be, enforceable
 against FGC and the Guarantors in accordance with their respective terms, and neither
 FGC nor any Guarantor has any valid defense to the enforcement of such obligations,
 except as legality, validity and enforceability may be limited by bankruptcy, insolvency,
 reorganization, moratorium or other similar laws relating to or limiting creditors’ rights
 generally or by equitable principles relating to enforceability, (c)
 the agreements and obligations of FGC and the Guarantors contained in this Agreement
 constitute legal, valid and binding obligations of FGC and the Guarantors in accordance
 with their terms, subject to entry of any Bankruptcy Court orders necessary to carry
 out the transactions provided for in this Agreement.





Section 2.5     No Other Waivers;
 Reservations of Rights.





(a)      The Consenting
 Noteholders have not waived, and are not by this Agreement waiving, any Events of
 Default which may be continuing on the date hereof or any Events of Default which
 may occur after the date hereof (whether the same or similar to the Existing Default
 or otherwise), and the Consenting Noteholders have not agreed to forbear with respect
 to any of its rights or remedies concerning any Events of Default except as provided
 herein.





(b)      Subject
 to this Agreement, the Consenting Noteholders reserve the right, in their discretion,
 to exercise any or all of their rights and remedies (and to direct the Indenture
 Trustee with respect to its rights and remedies) under the Indenture and the other
 Security Documents as a result of any Events of Default which may be continuing
 on the date hereof or any Event of Default which may occur after the date hereof,
 and the Consenting Noteholders and the Indenture Trustee have not waived any of
 such rights or remedies, and nothing in this Agreement, and no delay on its part
 in exercising any such rights or remedies, should be construed as a waiver of any
 such rights or remedies.





(c)      Except
 as expressly agreed herein, no Debtor or Executive or any combination thereof has
 waived, and by the execution of this Agreement shall not be deemed to waive any
 right or remedy, whether at law, in equity, or under any agreement, regardless of
 form, in respect to any person, including the Noteholders, Consenting Noteholders
 the Informal Committee (or the Official Noteholders Committee as the case may be)
 or the Indenture Trustee, or any document or agreement, including the Notes, the
 Indenture or any guarantee.



Article III
Liquidation
 of Operating Companies and the Chapter 11 Cases



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Section 3.1     Sales
 of Operating Companies and Commencement of Chapter 11 Cases





(a)       Marketing
 and Sale of Operating Companies. (i) The Debtors shall prepare marketing materials
 not later than January 2, 2001 and, subject to any “no shop” agreement
 entered into by any of the Debtors, as permitted by Section 3.1(b) of this Agreement,
 shall market the Operating Companies on the terms and conditions substantially as
 set forth in the Protocol Motion. (ii) If a Definitive Purchase and Sale Agreement
 (here and hereinafter in this Agreement, as defined in the Protocol Motion) is agreed
 to for the sale of two or more of the Operating Companies’ assets, and the
 purchaser under such agreement has waived all due diligence contingencies under
 such agreement on or before December 4, 2000, then the Debtors shall commence the
 Chapter 11 Cases by December 5, 2000, and within ten (10) Business Days thereafter
 shall file a 363 Motion to approve the sale subject of such agreement, free and
 clear of Liens subject to the terms and conditions of such agreement and this Agreement.
 In any other event, the Debtors shall file the Chapter 11 Cases no later than January
 19, 2001 to effectuate the orderly liquidation of the Operating Companies. Thereafter,
 in accordance with the sales’ procedures (as amended from time to time) outlined
 in the Protocol Motion, the Debtors shall file the appropriate 363 Motion or Plans,
 as the case may be, to sell the assets (or the stock) of the Operating Companies.
 Although it is contemplated that the sales will be of the assets of the Operating
 Companies, nothing herein shall preclude the sale of the stock of an Operating Company
 by the Debtors. Subject to Section 10.1(d) and (e), during the term of this Agreement,
 the Debtors will not enter into an agreement to sell any of the assets (or stock)
 of the Operating Companies without the consent of the Consenting Noteholders who
 are at the time beneficial owners (or record owners) of a majority of the principal
 amount of Notes.





(b)       Agreement
 with Purchaser. Debtors with the approval of the Consenting Noteholders may
 enter into “no shop” agreements with prospective purchasers, whereby the
 Debtors may agree not to, directly or indirectly, solicit or encourage, initiate
 or enter into discussions or transactions, or provide information regarding any
 applicable Operating Company to any person concerning the acquisition of such Operating
 Company for periods of time prior to and/or subsequent to the Petition Date.





(c)       Auction
 of Assets of Remaining Operating Companies. In the event a Definitive Purchase
 and Sale Agreement has not been reached with respect to the disposition of all of
 the Operating Companies’ assets (or stock) on or before September 1, 2002,
 and Consenting Noteholders holding (or beneficially owning) an aggregate principal
 amount of Notes greater than 50% of the outstanding principal amount of Notes held
 by the Consenting Noteholders elect in writing, then Debtors shall cause any unsold
 Operating Companies’ assets (or stock) to be sold by auction conducted (not
 later than 120 days after notice of such election is given) by the Bankruptcy Court
 unless, after such notice is given, but before the auction date, a Definitive Purchase
 and Sale Agreement is executed with the consent of the Consenting Noteholders.





Any term in
 this Section 3.1 to the contrary notwithstanding, the provisions of Section 3.1
 are subject to Sections 5.1 and 5.2 of this Agreement.



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Section 3.2     Sale Negotiations.
 The Informal Committee shall have the right to participate with the Debtors
 in negotiations with potential purchasers of the assets and/or stock of the Operating
 Companies. The Debtors shall keep the Informal Committee, through the Informal
 Committee Professionals, informed as to the status of the solicitation of purchasers
 and all negotiations. The Informal Committee may designate two of its members along
 with the Informal Committee Professionals to participate with the Debtors in such
 negotiations; provided, however, that upon Debtors’ request, only one such
 member, together with the Informal Committee Professionals, shall participate in
 any particular meeting with potential purchasers. All sales and solicitation materials
 are subject to review by the Informal Committee’s financial advisors prior
 to dissemination to potential purchasers. The Informal Committee’s financial
 advisor shall be informed of all written and oral communications with potential
 purchasers. All draft purchase and sale documentation shall be provided to the
 Informal Committee Professionals upon receipt by the Debtors and/or Senior Management,
 and to the extent prepared by the Debtors, the Debtors’ Professionals or Senior
 Management, prior to dissemination to potential purchasers. Upon the commencement
 of the Chapter 11 Cases, if the U.S. Trustee appoints an Official Noteholder Committee,
 then the Official Noteholder Committee shall participate in the negotiations with
 potential purchasers in lieu of the Informal Committee.





Section 3.3     Certain Agreements
 to Cooperate and Other Rights Respecting Claims Purportedly Owned by Fitzgeralds
 Sugar Creek, Inc. The Debtors, the Consenting Noteholders and Senior Management
 shall attempt to resolve on or before December 8, 2000 the dispute which has arisen
 concerning the ownership and prosecution of an action in respect of gaming licensing
 and gaming operation in Missouri, which involved Fitzgeralds Sugar Creek, Inc.,
 a revoked Missouri corporation. Any resolution shall be subject to Bankruptcy Court
 approval. If the Debtors, the Consenting Noteholders and Senior Management cannot
 resolve this dispute by the December 8, 2000 deadline, it is agreed that Philip
 D. Griffith shall have the right to seek Bankruptcy Court adjudication of the rights
 to ownership of the prosecution of any actions regarding such Missouri gaming licensing
 and gaming operation by motion notwithstanding Bankruptcy Rule 7001. The motion
 may be heard on an order shortening time on notice of the Informal Committee (or
 the Official Noteholder Committee, as the case may be) and the other Executives.
 The actions by Philip D. Griffith to pursue such a motion would, notwithstanding
 any other term in this Agreement, not constitute a violation of this Agreement.





Section 3.4     Forbearance
 by Consenting Noteholders and the Indenture Trustee. Upon execution hereof,
 each Consenting Noteholder shall, until the Liquidation Date (i) refrain from filing,
 recording or serving (or causing to be filed, recorded or served) any notice of
 foreclosure or default, and shall not take, or instruct the Indenture Trustee, Informal
 Committee (or the Official Noteholder Committee, as the case may be) or any of
 their professionals to take, any other action to foreclose upon any of the collateral
 securing the Notes or the obligations of FGC under the Indenture (including Sections
 6.2 and 6.5 thereof) or any guarantee relating thereto, and (ii) take such actions
 on a timely basis as provided for in Sections 6.4 and 6.5 of the Indenture to instruct
 and direct the Indenture Trustee to refrain from filing any such notice or taking
 any other action to pursue any remedy or enforce an “Event of Default”
 under the Indenture; provided, however, that the Consenting Noteholders shall not
 be required to indemnify the Indenture Trustee.



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Section 3.5     Consenting
 Noteholder Representation. Both prior to and after the Petition Date, the Debtors
 Professionals and the Informal Committee Professionals shall continue to cooperate
 with one another, and the Debtors shall pay such Informal Committee Professionals
 in accordance with existing procedures and compensation agreements. Subsequent
 to the Petition Date, the Debtors shall pay the Informal Committee’s Professionals
 or, alternatively, in the event an Official Noteholder Committee is appointed, the
 Official Noteholder Committee’s Professionals, only pursuant to the Cash Collateral
 Stipulation or Bankruptcy Court order. Notwithstanding anything in this Agreement
 to the contrary, the Consenting Noteholders shall have no obligation to retain Informal
 Committee Professionals, or provide any instructions or directions to such Informal
 Committee Professionals, in the event the Debtors are not authorized by the Bankruptcy
 Court to pay the fees and expenses of the Informal Committee Professionals under
 Section 3.4 of the Agreement Regarding Use of Cash Collateral.





Section 3.6     Treatment
 of FGC Equity Interests. On the Effective Date of the Plan for FGC, the Existing
 Common Stock, Existing Preferred Stock and the FSI Warrants shall be cancelled
 and extinguished. Such holders shall receive nothing under the Plan and shall not
 receive any equity or other interest in any of the Debtors (as reorganized) or any
 other consideration in exchange for the cancellation of the Existing Common Stock,
 Existing Preferred Stock and the FSI Warrants.





Section 3.7     Treatment
 of Subsidiary Equity Interests. No later than the Effective Date of the Plan
 for FGC, all Existing Common Stock of the Subsidiaries shall have been sold or extinguished
 and all remaining assets of the Subsidiaries liquidated and transferred to FGC.
 The FFEC Common Stock may be conveyed as part of the purchase of Fitzgeralds Las
 Vegas and all obligations of FFEC assumed by the purchaser of Fitzgeralds Las Vegas.





Section 3.8     Pre-Petition
 Cash Distribution to Certain Unsecured Creditors.





(a)       Until
 the Petition Date, the Debtors will continue to pay their outstanding undisputed,
 non-contingent and ordinary course unsecured debts in the ordinary course of business
 and remain current with all such creditors. It is the parties’ intention to
 eliminate the potential for pre-petition outstanding undisputed, non-contingent,
 ordinary course, and unsubordinated, unsecured debts/claims and otherwise avoid
 any delay or disruption of vendor services to the Operating Companies; the Debtors
 intend to pay, shortly before the Petition Date, all outstanding undisputed, non-contingent,
 ordinary course, unsubordinated, unsecured claims (the “Pre-Petition Unsecured
 Payment”). To the extent that any unsecured creditors’ claims of the
 Debtors (exclusive of the deficiency claim of the Noteholders and any claims subordinated
 thereto and payroll and payroll- related claims) exist as of the Petition Date,
 the Plan shall provide that on the Effective Date, those general unsecured claims
 which are not paid in full pursuant to the Operating Pleadings, and which are not
 subordinated to any deficiency claim of the Indenture Trustee, shall be paid in
 full, provided such claims, including anticipated rejection claims arising under
 Section 365 of the Bankruptcy Code, do not exceed $4,000,000 in the aggregate, excluding
 payroll and payroll-related expenses (the “Unsecured Debt Cap”).





(b)       In the
 event unsecured creditors’ claims of the Debtors (exclusive of the deficiency
 claim of the Noteholders, any claims subordinated thereto and payroll and



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payroll-related
 claims), as of any applicable claims bar date, (and any anticipated rejection claims
 arising under Section 365 of the Bankruptcy Code) exceed the Unsecured Debt Cap,
 at the election of Consenting Noteholders who are at the time beneficial owners
 (or record holders) of a majority of the principal amount of the Notes, the Debtors
 shall propose and support a Plan that classifies and treats those general unsecured
 claims, including rejection claims, similar to the deficiency claim of the Indenture
 Trustee, and the Consenting Noteholders shall direct the Indenture Trustee, the
 Informal Committee (or the Official Noteholders Committee, as the case may be) and
 their professionals to support such a Plan before the Bankruptcy Court. The Consenting
 Noteholders agree to vote all of their claims against and interest in the Debtors
 for such a Plan, except to the extent such claims or interests are deemed by operation
 of the Bankruptcy Code to have accepted or rejected the Plan. If the Debtors fail
 to propose and support such a Plan at the request of Consenting Noteholders, who
 are beneficial owners (or record owners) of a majority of a principal amount of
 Notes, the Debtors agree to the termination of any remaining portion of the exclusivity
 period solely in favor of the Consenting Noteholders. Each Executive shall also
 vote all of the claims against and interests in the Debtors that he owns, or of
 which he has the power to control the vote in favor of such a Plan, except to the
 extent such claims or interests are deemed by operation of the Bankruptcy Code to
 have accepted or rejected the Plan. In this regard, the Debtors agree to provide
 the Consenting Noteholders who at the time are the beneficial or record owners of
 a majority of the principal amount of the Notes and proposing such a Plan with information
 necessary to prepare a disclosure statement.





Section 3.9     Treatment
 of the Foothill Claim. Debtors shall use their best efforts to obtain a reconveyance
 of the Foothill Liens prior to the Petition Dates and in this regard to pay all
 contractual sums due Foothill. In the event that the Foothill Liens are not released
 prior to the Petition Date, Debtors shall continue their efforts to obtain voluntary
 reconveyances of the Foothill Liens, but if unsuccessful, Foothill shall be treated
 as unimpaired under the Plan(s) of the Debtors and shall be paid the amount of its
 allowed claim no later than with the closing of the first purchase of an Operating
 Company.





Section 3.10    Certain
 Obligations in respect of Official Noteholder Committee. Nothing in this Agreement
 shall deemed to require a Consenting Noteholder to serve on an Official Noteholder
 Committee; provided, however, any Consenting Noteholder who becomes a member of
 an Official Noteholders Committee shall not be required by this Agreement to take
 any action as a member of that committee which would violate its duties as a committee
 member, provided, however, that nothing contained in this Section 3.10 shall relieve
 any Consenting Noteholder from its obligations under this Agreement, and specifically
 Section 9.2. Debtors agree to support a motion by the Official Noteholders Committee
 to permit trading by such members subject to appropriate Chinese Wall restrictions.



Article IV

Treatment of Noteholder Claims





Section 4.1       Pre-Petition
 Excess Cash Distribution. Subject to the condition
 precedent that this Agreement has been duly executed by all parties hereto, within
 three (3) Business Days after the execution of this Agreement and prior to the commencement
 of the



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Chapter 11 Cases, FGC
 shall distribute by wire transfer to the Indenture
 Trustee for the benefit of the Noteholders Excess Cash in the amount of $13,000,000,
 to be applied to unpaid and accrued Indenture Trustee’s fees and expenses incurred
 to date and as partial payment of accrued and unpaid interest and principal as provided
 in the Indenture (the “Pre-Petition Cash Distribution”). All distributions
 of Excess Cash pursuant to this Section and Section 4.2, to the extent not recovered
 as a pre-Petition Date preferential transfer or a recoverable post-Petition Date
 transfer shall be Distributable Cash for purposes of calculating the Cash Distribution
 Incentive payment set forth in Article V. All wire transfers made to the Indenture
 Trustee under this Agreement shall be directed as follows:





BK OF NYC – ABA NO. 021000018

BBK-ATTN: CORPORATE TRUST AGENCY/GLA 111-565
REF:
 A/C 117813
RE: FITZGERALDS GAMING





Section 4.2       Additional
 Excess Cash Distributions. Subject to the Bankruptcy Court’s approval
 of that portion of the Cash Collateral Stipulation providing for post-petition payments
 to the Indenture Trustee to reduce the obligations described in Section 2.2 of this
 Agreement and on the terms contained in this Section 4.2, the Debtors shall distribute
 to the Indenture Trustee, for the benefit of Noteholders, all Excess Cash as of
 the end of each respective first, second or third financial reporting quarter beginning
 April 1, 2001, within 45 days of the end of such quarter (such distributions, together
 with the Pre-Petition Cash Distribution, the “Excess Cash Distributions”).
 With respect to the fourth financial reporting quarter of each year beginning with
 the financial reporting quarter ending December 31, 2000, Excess Cash will be distributed
 within 90 days of the end of the fiscal year and such payments shall be applied
 to unpaid and accrued Indenture Trustee’s fees and expenses incurred to date
 and as partial payment of accrued and unpaid interest and principal as provided
 in the Indenture. The provisions of this Section 4.2 are qualified in their entirety
 by the terms of the Cash Collateral Stipulation and the Interim Order and the Final
 Order.





Section 4.3       Distribution
 of Sale Proceeds. The Restructuring shall be accomplished by the orderly sale
 of the assets (or the stock) of the Operating Companies and the Residual Assets
 whether by 363 Motion or a Plan. The Consenting Noteholders hereby agree to the
 sale or auction of the assets (or the stock) of the Operating Companies free and
 clear of Liens, with the Liens attaching to the proceeds from such sales, and agree
 to instruct both the Informal Committee (or the Official Noteholders Committee,
 as the case may be) and the Indenture Trustee and their professionals to consent
 to and support approval of such sales before the Bankruptcy Court (but not including
 the providing of any indemnity to the Indenture Trustee). Upon the closing of any
 sale of the assets (or the stock) of an Operating Company, the net proceeds, less
 a reserve for amounts due in connection with the Senior Management Incentive Program
 and the reserve as reasonably determined by the Debtors and the Informal Committee
 (or the Official Noteholder Committee, as the case may be) and approved by the Bankruptcy
 Court for Tail Liabilities, shall be distributed to the Indenture Trustee for the
 benefit of and distribution to the Noteholders in accordance with the Indenture.
 The Debtors and the Executives agree to support a plan that provides that the claims
 of the Noteholders/Indenture Trustee under the Indenture are an undersecured claim(s)
 and shall be treated through the cash and non-cash distributions



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contemplated hereby
 and issuance to the Noteholders of the beneficial interests in the Liquidating Trust.
 The Consenting Noteholders agree to direct and instruct the Informal Committee (or
 the Official Noteholders Committee, as the case may be) and the Indenture Trustee
 and their professionals to support such a plan before the Bankruptcy Court.





Section 4.4       Reserves
 Following Consummation of Sales to Majestic Star and Additional Excess Cash Distributions






(a)         In addition
 to (but without duplication of) the cash sweeps required by Section 4.2, the Debtors
 shall distribute to the Indenture Trustee, for the benefit of the Noteholders, on
 the first Business Day that is at least 11 days after the entry of an order approving
 this Agreement, all cash and cash equivalents held by the Debtors in excess of $16,500,000
 once all of the Operating Companies, except Fitzgeralds Reno have been sold, and
 thereafter $15,000,000 once Fitzgeralds Reno is the subject of a Definitive Purchase
 and Sale Agreement.





(b)        Reasonable
 amounts of cash reserves shall be held in the Debtors’ estates, the Reorganized
 Debtors or any liquidating trusts, in order to provide for anticipated distributions
 and payments to creditors other than Noteholders, as contemplated by this Agreement
 and any Plan confirmed in the Debtors’ bankruptcy cases. Reasonable amounts
 shall also be held in such reserves to pay for rent of the office currently subleased
 in Las Vegas, and for reasonable legal and administrative support of, and travel
 (including commuting expenses) of personnel working for, the estates, the Reorganized
 Debtors or any liquidating trusts.



Article V

Senior Management Incentive Program





Section 5.1       Senior
 Management Role. In order to maintain the stability of the operations and gaming licensing
 during the process of selling the Operating Companies, the Debtors, Senior Management
 and the Consenting Noteholders have agreed that each of the Executives are to remain
 with FGC through the Liquidation Date. The parties understand and acknowledge that
 the end result of the Restructuring is the sale of the Operating Companies and the
 cessation of all gaming operations by FGC. In conjunction therewith, and although
 existing employment agreements with each of the Executives will not be assumed by
 FGC pursuant to Section 365 of the Bankruptcy Code (as set forth in Section 5.6),
 each of the Executives shall continue to perform his duties as more particularly
 described in his existing employment agreement through the Liquidation Date. Each
 of the Executives shall be compensated in accordance with Section 5.6. Each Executive
 shall continue to serve in his present role as an officer and/or director of the
 Debtors for so long as he continues to be employed by the Debtors, provided such
 service does not violate applicable law. In addition, each of the Executives will
 support the sales process. As additional consideration therefore, the Senior Management
 Incentive Program shall be adopted by the Debtors as described herein, and shall
 be supported by the Consenting Noteholders as it is part of the Restructuring.





Section 5.2       Cash
 Distribution Incentive.



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(a)        Subject
 to Bankruptcy Court approval to be obtained before twenty-eight (28) days after
 commencement by the Debtors of their Chapter 11 Cases, Senior Management shall receive
 from the Debtors or the trustee of the Liquidating Trust, as applicable, simultaneously
 with the distribution of the Net Distributable Cash (or any portion thereof), to
 the Indenture Trustee or to the beneficiaries of the Liquidating Trust, a percentage
 of the Distributable Cash (“Cash Distribution Incentive”), pursuant to
 the following schedule:



	
Distributable Cash

	
 
	
Percent to Senior Management

	


	
 
	

	
$115,000,000 or less

	
 
	
 
	
0
	
%
	
 

	
$115,000,001 to $164,000,000

	
 
	
 
	
7.0
	
%
	
 

	
$164,000,001 and above

	
 
	
 
	
8.5
	
%
	
 







In respect
 of the Cash Distribution Incentive earned, Senior Management shall receive payments
 which will consist of cash, and if applicable, an interest in the Nevada Purchase
 Note(s). The amount of the Cash Distribution Incentive payment to be paid in a
 form other than cash (i.e. Nevada Purchase Note(s)), if any, will be determined
 at the Liquidation Date and shall equal the product of: (i) the Cash Distribution
 Incentive earned as of the Liquidation Date; and (ii) the ratio of (a) the estimated
 fair market value of the Nevada Purchase Note(s) and (b) the Distributable Cash.
 There will be no Cash Distribution Incentive payment until the Distributable Cash
 exceeds $115,000,000.00. Percentages apply only to the incremental Distributable
 Cash above each break point as referenced above and not to the cumulative balance
 of Distributable Cash. To the extent there is disagreement between Senior Management,
 the Debtors and the Informal Committee (or the Official Noteholder Committee, as
 the case may be) with respect to the value of any component of Distributable Cash,
 the amount of Distributable Cash shall be determined by the Bankruptcy Court.





(b)     
  For purposes of calculating the Cash Distribution Incentive payment and subject
 to the exceptions and formulations referenced below, Distributable Cash available
 for distribution subsequent to June 30, 2001 (the “Distribution Date”)
 shall be present valued to the Distribution Date using an annualized discount rate
 of 12.25% (the “Discount Rate”). With respect to any portion of Distributable
 Cash which represents cash or non-cash consideration from the sale of any assets
 (or stock) of the Operating Companies, such sale proceeds shall be subject to one
 of the following formulations (for purposes of calculating the Cash Distribution
 Incentive payment):





1.     If Bankruptcy
 Court approval to sell assets (or stock) of any Operating Company occurs on or before
 the Distribution Date, then that portion of Distributable Cash which represents
 cash and/or non-cash proceeds from the sale of assets (or stock) of any such Operating
 Company pursuant to such Bankruptcy Court order shall not be subject to a present
 value calculation for any time period (including the time period during which the
 regulatory approval process(es) is occurring.



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2.     If Bankruptcy Court
approval to sell assets (or stock) of any Operating Company occurs after the Distribution
Date but before September 30, 2001, then that portion of Distributable Cash which
represents cash and/or non-cash consideration from the sale of assets (or stock) of any such
Operating Company pursuant to such Bankruptcy Court order shall be subject to a present value
calculation (utilizing the Discount Rate) for the period from the Distribution Date to the
date on which the Bankruptcy Court issues an oral order approving such sale
(the “Court Approval Date”). Such sale proceeds shall not be subject to a present value
calculation with respect to the period from the Court Approval Date through the date upon
which any such sale closes and the applicable portion of the sales proceeds therefrom are
distributed to the Indenture Trustee or to the beneficiaries of the Liquidating Trust.





3.     If the Court Approval Date
occurs subsequent to September 30,
2001 with respect to the sale of assets (or stock) of any Operating Company, then that
portion of Distributable Cash which represents cash and/or non-cash consideration from
the sale of assets (or stock) of any such Operating Company pursuant to such Bankruptcy
Court order shall be subject to a present value calculation (utilizing the Discount Rate) for
the period from the Distribution Date through the date on which any such sale closes and
the applicable portion of the sales proceeds therefrom are distributed to the Indenture
Trustee or to the beneficiaries of the Liquidating Trust.





       provided, however,
 with respect to the three (3) formulations set forth above,
assets of any Operating Company shall include any such Operating Company’s (ies’) Operating
Cash and shall not include any other cash or cash equivalents. For purposes of calculating the
Cash Distribution Incentive payment, the following components of Distributable Cash shall
automatically be deemed to have been distributed on or before the Distribution Date: (i) Excess
Cash Distributions paid on or before August 15, 2001; and (ii) items (f), (g) and (h) contained in
the definition of Distributable Cash.





Section 5.3     Senior Management’s
Ownership of Nevada Purchase Notes. In the event the Nevada Properties are sold
 pursuant to a Leveraged Offer(s), then Senior Management
shall own and receive payments under any Nevada Purchase Note(s) in proportion to any Cash
Distribution Incentive payment arising from the sale underlying such Nevada Purchase Note(s) in
whole or in part, including its portion of the interest accruals thereunder. In connection with the
Plan(s), the Debtors and the Consenting Noteholders agree that the Nevada Purchase Notes may
be delivered to an agent for the Consenting Noteholders or directly to the Consenting
Noteholders.





Section 5.4     Retention and Severance.
Subject to Bankruptcy Court approval by final order to be obtained before
 twenty-eight (28) days after commencement by the Debtors of their
Chapter 11 Cases, Senior Management will be entitled to receive from an escrow that has been
established retention and severance payments from the Debtors in the aggregate amount of
$2,400,000.00 (“Retention Payment”) and shall not be entitled to any severance under their
employment agreements. The Retention Payment will be apportioned as follows: Philip D.
Griffith, $1,200,000.00, Michael E. McPherson, $400,000.00, Max L. Page, $400,000.00, and
Paul H. Manske, $400,000.00. The Retention Payment shall be held in escrow, funded



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 simultaneously with the payment of $13,000,000.00 as provided in Section 4.1 of this Agreement,
 pursuant to the escrow agreement attached hereto as Exhibit “2”. The Retention Payment shall be
 paid to an Executive on the earlier of (i) the effective date of a Plan that effectuates the sale of the
 assets (or stock) of the last Operating Company (to the extent not previously disposed of pursuant
 to Bankruptcy Code Section 363 (and transfers all Residual Assets and Tail Liabilities to a
 Liquidating Trust or (ii) the Liquidation Date or (iii) the date on which such Executive is
 terminated without cause by the Debtors (with the consent of the Informal Committee (or the
 Official Noteholder Committee, as the case may be)); provided, however, that an Executive shall
 not be entitled to his applicable portion of the Retention Payment if such Executive is not, or has
 not been continuously since the date of the Restructuring Agreement, employed by the Debtors,
 unless due to death or disability. To the extent Debtors determine in their reasonable judgment to
 adopt, after July 1, 2000, a retention and severance program for employees who are not Senior
 Management, proceeds distributed to Debtors’ employees pursuant to such retention plan (if any)
 will be netted against the Retention Payment and prorated on a dollar for dollar basis with respect
 to the share of the Retention Payment to be received by each member of Senior Management.





Section 5.5     
 Certain Agreements with Senior Management Regarding
 Compensation Clawback and Non-Compete Agreements. Each of the Debtors, the Executives
 and the Consenting Noteholders have agreed to certain other terms and conditions respecting
 clawbacks of compensation and non-compete agreements that are set forth in this Section 5.5.


 


(a)       Clawback.
 The portion of the Retention Payment payable to an Executive and the Cash Distribution
 Incentive Payment payable to Senior Management under
 Section 5.4 of this Agreement shall be reduced by the lesser of (i) any amount paid or
 payable to that Executive without the Informal Committee’s consent (or the consent of the
 Official Noteholder Committee, as the case may be) by a purchaser or its affiliates of the
 assets (or stock) of an Operating Company and agreed to within one year after the closing
 or (ii) the percentage of the Retention Payment apportioned to that Executive under
 Section 5.4 of this Agreement and a portion of the Cash Distribution Incentive Payment
 equal to the percentage of the Retention Payment apportioned to that Executive under
 Section 5.4 of this Agreement.





(b)       Agreement to Enter
 Into Non-Compete Agreements.
 Each Executive on behalf of himself agrees to execute any number of agreements (“non-compete
 agreements”) restricting his commercial activities in the gaming industry (“competitive
 activities”) required by any buyer of the assets (or stock) of an Operating Company,
 whether pursuant to a sale at auction conducted in accordance with the Protocol Motion or
 otherwise, subject to the following restrictions:





1.     General Terms.
 Any non-compete agreement required to be executed pursuant to this Agreement shall
 contain customary terms and conditions and may
include customary non-solicitation and non-hire provisions, provided they are
consistent with this Agreement.





2.     Geographic
 Limitations. Any non-compete agreement required to be
executed pursuant to this Section 5.5(b)(2) shall limit each Executive’s competitive
activities only in the following geographic areas:



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(a)  Downtown Las Vegas, which means the area commonly
known as Downtown Las Vegas, which consists of the area of the City of Las
Vegas, Nevada bounded by Stewart Avenue on the north, Bridger Avenue on the
south, Sixth Street on the east and Main Street on the west;





(b)  A 75 mile radius of the hotel-casino in Reno, Nevada,
owned by FRI, excluding the geographic area within one-half mile of the shoreline
of Lake Tahoe;






(c)  A 75 mile radius of the casino in Black Hawk, Colorado
owned by 101 Main; and






(d)  A 75 mile radius of the hotel-casino in Tunica,
Mississippi owned by FMI;





3.     Duration of
 Agreement. Any non-compete agreement that an
Executive is required to execute pursuant to this Agreement shall limit an
Executive’s competitive activities for a period of time not to exceed eighteen (18)
months in each geographic area described in Section 5.5(b)(2) of this Agreement;
provided, however, such eighteen (18) month term shall commence in each such
geographic area upon the earlier to occur of (i) a sale of the assets or stock of each
Operating Company in that geographic area, respectively or (ii) the Liquidation
Date and in any event on the condition that the Executive Payment is timely made.
Each Executive agrees that the provisions set forth in Section 4.08 of the Majestic
Star Purchase Agreement dated November 22, 2000 are consistent with this
Section 5.5.





4.     Non-solicitation and
Non-hire. Any non-solicitation and non-hire
provisions included in a non-compete agreement may have any geographic scope
but shall be limited to twelve (12) months in duration from the commencement of
the applicable non-compete agreement.





5.     Consideration
 for Agreement. The Executives shall be paid by the
Debtors the aggregate sum of $2,000,000 (the “Executive Payment”) for the noncompete
agreement(s) payable as follows: $500,000.00 upon the closing of the
sale of the assets (or stock) of Fitzgeralds Reno with the balance of $1,500,000.00
or the entire $2,000,000.00 (in the event that a sale of Fitzgeralds Reno had not yet
concluded and the $500,000.00 paid) payable on the earlier of (i) the date that the
Indenture Trustee receives Distributable Cash in excess of $115,000,000.00 or (ii)
the Liquidation Date. The Executive Payment shall be apportioned as determined
between the Executives as they deem appropriate in their sole and absolute
discretion. The Executives represent and warrant that they have agreed amongst
themselves upon an allocation of the Executive Payment.





Section 5.6     
 Senior Management Employment Agreements and Compensation. The Debtors will not
assume the existing employment agreements with Senior



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Management pursuant to Section 365 of the Bankruptcy Code. However, upon commencement of
the Chapter 11 Cases and continuing thereafter, Senior Management will continue to receive all
compensation and benefits at the levels and under the terms provided in their respective
employment agreements (as extended from time to time up to the consummation of the sale of
Fitzgeralds Reno); provided, however, that after December 31, 2001, Philip D. Griffith shall
continue to receive such benefits but compensation payable to Philip D. Griffith shall be reduced
(relative to the actual base salary received pursuant to his employment contract for such period)
by 4.98% for the period commencing the day following (insert date of execution of this
Amendment) through the 90th day thereafter, shall be reduced (relative to the actual base salary
received pursuant to his employment contract for such period) by 6.64% for the period
commencing on the 91st day following (insert date of execution of this Amendment) the 181st day
thereafter, shall be reduced (relative to the actual base salary received pursuant to his employment
contract for such period) by 8.30% for the period commencing on the 181st day following (insert
date of execution of this Amendment) through the termination of Mr. Griffith; provided, however,
after the Liquidation Date, none of Philip D. Griffith, Paul H. Manske, Michael E. McPherson or
Max L. Page shall receive any compensation or benefits under such employment agreements
other than as provided by law, such as COBRA benefits, nor shall any of Philip D. Griffith, Paul
H. Manske, Michael E. McPherson or Max L. Page be required to perform any services under
such existing employment agreements. Senior Management bonuses for the calendar operating
years 2000 and 2001 shall be determined using the existing formula used by the FGC
compensation committee (“Bonus Formula”). No bonuses shall be paid to Senior Management
for the fiscal year 2002. The Bonus Formula, in both amounts of bonus and EBITDA targets, will
be annualized and adjusted pro ratably to reflect sales of assets (or stock) of Operating Companies
at the date they close escrow. Provided Mr. McPherson is employed by Debtors up to the
Liquidation Date, Mr. McPherson shall remain in the full-time employment of the Debtors, the
Reorganized Debtors or any Liquidating Trust with respect to the Debtors for a period of six (6)
months following the Liquidation Date (the “Wind-up Period”) provided the terms of his
employment, including salary, benefits, office, support staff and payment of commuting and other
reimbursable expenses, but not including bonuses or payments under the Restructuring
Agreement, remain the same during the Wind-up Period as they were in 2002. The employment
of Mr. McPherson by Debtors, the Reorganized Debtors or any Liquidating Trust shall not delay
payment of Mr. McPherson’s portion of the Retention Payment. Mr. McPherson and the Informal
Committee hereby agree to engage in good faith negotiations for an extension of the Wind-up
period during which extension Mr. McPherson will continue to provide services to Debtors, the
Reorganized Debtors or any Liquidating Trust. Such negotiations, however, must take into
account (i) any reduced needs for Mr. McPherson’s services and (ii) Mr. McPherson’s
requirement that he can accept full-time employment with a compensation package commensurate
with his skills, age and employment history. Any agreement to extend the Wind-up Period must
be in writing and signed by Mr. McPherson and the Informal Committee at least thirty (30) days
prior to the end of the initial six (6) month Wind-up Period. Any amount paid or payable to Mr.
McPherson by any person after the initial six (6) months of the Wind-up Period shall not be
subject to the clawback provisions of Section 5.5(a) in this Agreement.





Section 5.7     Bankruptcy
 Court Approval. The Consenting Noteholders shall direct
the Informal Committee (or the Official Noteholder Committee, if applicable) and the Indenture
Trustee to instruct their professionals to voice support before the Bankruptcy Court of a motion



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filed by the Debtors with the Bankruptcy Court to approve the Senior Management Incentive
Program and the compensation and benefits provided in Section 5.6 (“Compensation Motion”),
substantially in the form attached hereto as Exhibit “3,” which Compensation Motion will be filed
on the Petition Date and will come on for hearing upon such limited notice and shortened time as
the Bankruptcy Court may allow. The Consenting Noteholders acknowledge and understand that
the approval of the Compensation Motion in its entirety within 28 days of the Petition Date is a
condition to the continued participation of Senior Management in the Chapter 11 Cases and
employment with the Debtors and is a Condition Subsequent to this Agreement.





Section 5.8     Agreement
 to Waive Claims by Senior Management.





(a)       In
 partial consideration of the availability of the Retention Payment benefit,
the receipt of post-petition compensation during the Executives respective employment (as
provided for in this Agreement and by Bankruptcy Court order) and the right to earn the
timely payment of the Cash Distribution Incentive (as provided for in this Agreement and
by Bankruptcy Court Order), each Executive agrees to waive all claims (not arising under
or contemplated by this Agreement) in the Chapter 11 Cases against the Debtors, as well
as Fitzgeralds Management Corporation. (“FM”), Fitzgeralds Arizona Management, Inc.
(“FAMI”) and Nevada Club, Inc. (and together with FM and FAMI, the “Non-Debtor
Affiliates”) upon entry of a Confirmation Order for the Plan of FGC, except in respect to
any capital stock interests.





(b)        Upon
 execution hereof each Executive shall, until the Liquidation Date
with respect to an Operating Company, refrain from (i) taking any action to enforce,
reduce to judgment or collect on, any claim that they have against the Debtors or their
Non-Debtor Affiliates not arising under or contemplated by this Agreement and (ii) filing,
in their capacities as creditors, claimants or the counterparty to any executory contract
(other than this Agreement and any other agreements contemplated by this Agreement),
any motion in the Chapter 11 Cases; provided, however, that (i) the Executives shall be
permitted (i) to file proofs of claim in the Chapter 11 Cases in order to preserve their
rights; (ii) to defend their claims against any objections filed; and (iii) take any other
actions the Executives deem necessary or appropriate to preserve their rights.





(c)        Upon
 execution hereof each Executive shall, until the Liquidation Date
with respect to an Operating Company, take all commercially reasonable efforts to cause
his Affiliates (excluding the Debtors and their Non-Debtor Affiliates) to refrain from (i)
taking any action to enforce, reduce to judgment or collect on, any claim that such an
Affiliate has against the Debtors or their Non-Debtor Affiliates not arising under or
contemplated by this Agreement; and (ii) filing, in such Affiliate’s capacities as a creditor,
claimants or the counterparty to any executory contract (other than this Agreement and
any other agreements contemplated by this Agreement), any motion in the Chapter 11
Cases; provided, however, that such Affiliates shall be permitted (i) to file proofs of claim
in the Chapter 11 Cases in order to preserve their rights; (ii) to defend their claims against
any objections filed; and (iii) take any other actions such Affiliate deems necessary or
appropriate to preserve their rights.



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Section 5.9     Replacement
 of Executives. In the event that one or more of the
Executives leaves the employ of the Debtors prior to the Liquidation Date without the consent of
the Informal Committee, then the Debtors shall hire a replacement, reasonably qualified to
perform the responsibilities of such position, to fill the position held by the departing Executive
unless the Consenting Noteholders who are beneficial owners (or record owners) of a majority of
principal amount of the Notes agree otherwise. The ordinary course compensation for such
replacement Executive shall not exceed the compensation of the departing Executive provided
pursuant to Section 5.6 of this Agreement unless the Consenting Noteholders who are beneficial
owners (or record owners) of a majority of principal amount of the Notes agree otherwise. The
Debtors may use the portion of the Retention Payment forfeited by a departing Executive as a
hiring incentive for a replacement Executive to be paid on the same terms as would have been
paid to the departing Executive. Any departing Executive shall be entitled to retain his allocable
portion of (i) the Cash Distribution Incentive earned through the date of his termination by all of
the Debtors, calculated as though no termination of such departing Executive occurred and (ii) the
Executive Payment.





Section 5.10  Waiver of all FSI Warrants. In
 partial consideration of the Pre-Petition
Excess Cash Payment and other consideration, the sufficiency of which is acknowledged, any
Consenting Noteholder that directly or indirectly holds or controls any FSI Warrants agrees to
waive all claims (not arising under or contemplated by this Agreement) in the Chapter 11 Cases
upon entry of a Confirmation Order for the Plan of FGC.



Article VI




Liquidating Trust







On the Effective Date of the Plan for FGC, all Residual Assets of the Debtors will be
transferred to a liquidating trust created pursuant to the Plan for the Debtors (“Liquidating
Trust”). The beneficiaries of the Liquidating Trust shall be the Noteholders, if the Plan so
provides, creditors of the Debtors, and, with respect to Net Residual Assets, also Senior
Management. The purpose of the Liquidating Trust shall be to serve as a vehicle for the
liquidating Residual Assets, Tail Liabilities and making periodic distributions amongst the
beneficiaries. The name of the Liquidating Trust shall be the “Fitzgeralds Gaming Corporation
Liquidating Trust,” and shall be administered and managed by an administrator with oversight by
a board of managers. The board of managers shall consist of one or more individuals, unless
otherwise agreed by the parties, designated by the Informal Committee (or the Official
Noteholder Committee, as the case may be) at the confirmation hearing of the Plan. The form of
the Liquidating Trust Agreement shall be substantially in the form attached hereto as Exhibit “4.”
The administrator of the Liquidating Trust shall issue periodic financial reports. Each Executive
shall have the right to review, at his own cost and expense, the financial reports prepared by the
administrator for the beneficiaries of the Trust and to inspect, at his own cost and expense, the
books and records of the administrator and the board of managers in respect of the Liquidating
Trust, its assets, liabilities and activities.



Article VII



Lockup and Conditions on Transfer of Notes




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Section 7.1     Reserved.





Section 7.2     Restrictions
On Transfer of Notes, Claims and Interests.






(a)     
   (i) The Consenting Noteholders irrevocably and unconditionally agree, on
behalf of themselves and their respective agents, successors, and permitted assigns and
transferees (if any) (collectively, the “Successors”), (x) that neither the Notes nor any
beneficial interest in or rights under the Notes shall, directly or indirectly, be transferred,
sold, assigned, encumbered, disposed of, or otherwise alienated in any manner (each, a
“Transfer”) except as expressly authorized under this Section; (y) not to contest or
challenge, or encourage or help any other person or entity to contest or challenge, directly
or indirectly, any provisions of this Agreement; and (z) not to enter into any commitments
or otherwise obligate themselves to take any actions prohibited by the preceding clauses
(x) or (y);





         
   (ii) The Executives irrevocably and unconditionally agree, on behalf of
themselves and their respective agents, successors, and permitted assigns and transferees
(if any), (x) that neither any interest in or claim against any of the Debtors or the Non-
Debtor Affiliates (“Executive Claims/Interests”), nor any beneficial interest in or rights
under such interest or claims, shall be transferred except as expressly authorized under this
Section; (y) not to contest or challenge, or encourage or help any other person or entity to
contest or challenge, directly or indirectly, any provisions of this Agreement; and (z) not
to enter into any commitments or otherwise obligate themselves to take any actions
prohibited by the preceding clauses (x) and (y).





(b)        No
 Transfer of any Notes or any Executive Claim/Interest may be effected
unless the party or parties to whom the Transfer is to be made and the party or parties who
would thereby become the beneficial owner of the Notes or any Executive Claim/Interest
(collectively, the “Transferee”) execute and deliver to the person or persons (including the
Consenting Noteholders) from whom the Transfer is the be made (“Transferor”) and the
Debtors the acknowledgment and agreement set forth in Exhibit “5” hereto (the
“Transferee Agreement”) and deliver to the Debtors and Transferor a written opinion
(“Legal Opinion”) of the Transferee’s counsel, substantially in the form annexed hereto as
Exhibit “6”. The Transferee Agreement and the Legal Opinion described in the preceding
sentence must be received by the Debtors and Transferor at least three (3) Business Days
prior to the Transfer in order for the Transfer to be effective.





(c)       Any
 Transfer or purported Transfer which is not effected in full compliance
with this Section shall (i) be void; (ii) not transfer to or vest in the Transferee any
ownership interest in, or rights with respect to, the Notes or any Executive Claim/Interest
in question; and (iii) constitute a material breach of this Agreement by Transferor and
subject Transferor to liability pursuant to Section 7.4 below in the event of a breach by
Transferor or the provisions of this Agreement, and specifically this Article VII.





(d)       Each
 Consenting Noteholder and Executive, on behalf of itself and its
Successors, waives any and all rights to be a direct or indirect beneficiary of an indemnity



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or “hold harmless” agreement from
 Transferee or any other person or entity for liability
for the transfer to such Transferee constituting a violation of this Section 7.2.





(e)        Any
 Transferor that holds Notes or any Executive Claim/Interest as
nominee for, or in any manner on behalf of, a beneficial owner or participant (such
Noteholder or Executive is referred to herein as a “Beneficial Owner”) shall immediately
notify such Beneficial Owner of the contents of this Agreement. Such Transferor shall
remain subject to liability pursuant to Section 7.4 and such Beneficial Owner shall not
recognize, record or effect any change in the beneficial ownership or identity of the
participant unless the Beneficial Owner has delivered or caused to be delivered to the
Debtors, not less than three (3) Business Days prior to the proposed change, the
Transferee Agreement executed by the proposed new Beneficial Owner or participant and
a Legal Opinion as described in paragraph (b) of this Section.





(f)       Each Transferor consents,
on behalf of itself and its Successors, to service of process by first class mail in any
 action brought by the Debtors to enforce any provision
of this Agreement.





Section 7.3      Material
 Reliance.
Each Consenting Noteholder and Executive
acknowledges that the Debtors, Senior Management and the other Consenting Noteholders
(i) have materially relied on the terms of this Agreement and the Consenting Noteholders’
covenants and other obligations hereunder, (ii) have foregone other strategic reorganization
opportunities and expended substantial sums of money on professional fees and costs in reliance
on this Article VII and the terms of this Agreement, (iii) would not have entered into this
Agreement if this Section were not binding and enforceable against the Consenting Noteholders,
Executives and their Successors, and (iv) would suffer irreparable injury if any provisions of this
Agreement were not complied with by any Consenting Noteholders, Executives or their
Successors.





Section 7.4      Remedies.
In the event of any Transfer or purported Transfer in violation
of Section 7.2, the subject Transferor and Transferee (collectively, the “Subject Parties”), on
behalf of themselves and their respective Successors, consent to the immediate issuance of a
temporary restraining order and a temporary or permanent injunction (or both) prohibiting or
invalidating such violative conduct or Transfer. The Subject Parties further agree, on behalf of
themselves and their respective Successors, that the prevailing party in any action brought as a
result of a violation of Section 7.2 or to contest the validity of a Transfer subject to Section 7.2
shall be awarded attorneys’ fees, costs and such other damages as may be permitted by law by the
Bankruptcy Court.




Article VIII




Representations and Warranties





Section 8.1      Senior Management.
 Each of the Executives represents and warrants, to
the Consenting Noteholders, that





(a)        that
this Agreement is the legal, valid and binding obligation of such
Executive, enforceable in accordance with its terms (as limited by bankruptcy, insolvency,



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reorganization,
 moratorium and other similar law relating to or limiting creditors’ rights
 generally or by equitable principles relating to enforceability), both in his individual
 capacity and in any capacity as trustee or agent with power to vote or control such
 claims, interests and contracts;





(b)
     such Executive is the record or beneficial owner, or controls with the power to
 vote, the shares of Existing Common Stock and Existing Preferred Stock listed with
 his signature hereto;





(c)
     as of the date of this Agreement, the only claims against, interests in, and contracts
 with the Debtors that he has, or that other entities have for which the Executive
 has the power to control the vote of or actions with respect to, are listed on Schedule
 8.1 attached hereto; and





(d)
     the Executive listed with respect to each claim, interest or contract is either
 the owner of such claim, interest or contract, or controls with the power to vote
 and to direct all other actions with respect to, such claim, interest or contract.





Section 8.2      Debtors and
 Senior Management.   Each of the Debtors and each Executive (where applicable), hereby
 represents and warrants to the Consenting Noteholders that the following statements
 are true, correct and complete as of the date hereof:





(a)
     Corporate Power and Authority. Each Debtor has all requisite corporate power and
 authority to enter into this Agreement and, subject to such Bankruptcy Court approval
 as may be required except as may be limited by bankruptcy, insolvency, reorganization,
 moratorium or other similar laws relating to or limiting creditors’ rights
 generally or by equitable principles relating to enforceability, to carry out the
 transactions provided herein, and to perform its respective obligations under this
 Agreement;





(b)
     Authorization. The execution and delivery of this Agreement and, subject to such
 Bankruptcy Court approval as may be required, the performance of its obligations
 hereunder, have been duly authorized by all necessary corporate action for each
 Debtor;





(c)
     No Conflicts. The execution, delivery and performance of this Agreement is not,
 and shall not, be subject to receipt of required government approvals, consents
 and authorizations, (excluding any such approvals, consents or authorizations as
 may be required by gaming authorities or under gaming laws) violate any provision
 of law, rule or regulation applicable to it or any of its subsidiaries or its certificate
 of incorporation or bylaws;





(d)
     Binding Obligation. This Agreement has been duly executed and delivered and is
 the legal, valid and binding obligation of each Debtor enforceable against each
 in accordance with its terms, except as enforcement may be limited by bankruptcy,
 insolvency, reorganization, moratorium or other similar laws relating to or limiting
 creditors’ rights generally or by equitable principles relating to enforceability
 and subject to such Bankruptcy Court approval as may be required;


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(e)
     No Litigation. There is no pending or threatened action, suit, or proceeding known
 to the Debtors before any court or quasi-judicial or administrative agency of any
 federal, state, local, or foreign jurisdiction that is reasonably likely to result
 in an unfavorable injunction, judgment, order, decree, ruling, or charge that would
 (A) prevent Restructuring or (B) permit any or all of the cash payments made to
 the Indenture Trustee (and then to the Noteholders) pursuant to the Restructuring
 to be rescinded;





(f)
     Disclosure. The representations and warranties made by the Debtors or the Executives
 (where applicable) contained in this Agreement by or with respect to it do not contain
 any untrue statement of a material fact or omit to state any material fact necessary
 in order to make the statements and information contained herein not misleading;





(g)
     Financial Statements. (A) The audited balance sheets and statements of operations,
 changes in stockholders’ equity, and cash flow (collectively, the “Financial
 Statements”) as of and for the fiscal years ended December 31, 1999 and December
 31, 1998 contained in Forms 10-K filed by FGC with the Securities and Exchange Commission
 (the “SEC Reports”) have been prepared in accordance with GAAP applied
 on a consistent basis throughout the periods covered thereby (except as noted therein),
 are correct and complete in all material respects and present fairly the consolidated
 financial conditions of the Debtors as of such dates and the consolidated results
 of operations of FGC for such periods and are consistent in all material respects
 with the books and records of the Debtors, and (B) the unaudited balance sheets,
 statements of operations and cash flow as of and for the fiscal quarters ended April
 2, 2000, July 2, 2000 and October 1, 2000 for FGC on a consolidated basis, as filed
 with the SEC have been prepared in accordance with GAAP applied on a consistent
 basis throughout the period covered thereby (except as noted therein), are correct
 and complete in all material respects and present fairly the consolidated financial
 condition of FGC for such period, and are consistent in all material respects with
 the books and records of the Debtors; and





(h)
     Subsidiaries. The subsidiaries of the Debtors (including all entities in which
 any of the Debtors has a controlling interest) are listed on Exhibit “7”,
 and no subsidiary of the Debtors that is not party to this Agreement has any assets
 or liabilities except as listed on such Exhibit.






Section 8.3      Consenting
 Noteholders.   Each of the Consenting Noteholders hereby represents and warrants
 to the Debtors and each of the Executive that the following statements are true,
 correct and complete as of the date hereof:





(a)
     Corporate Power and Authority. Each Consenting Noteholder has all requisite corporate
 power and authority to enter into this Agreement and, subject to such Bankruptcy
 Court approval as may be required, to carry out the transactions provided herein,
 and to perform its respective obligations under this Agreement;





(b)
     Authorization. The execution and delivery of this Agreement and, subject to such
 Bankruptcy Court approval as may be required, the performance of its obligations
 hereunder, have been duly authorized by all necessary corporate action for each
 Consenting Noteholder;


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(c)
     No Conflicts. The execution, delivery and performance of this Agreement does not,
 and shall not, be subject to receipt of required government approvals, consents
 and authorizations, (excluding any such approvals, consents or authorizations as
 may be required by gaming authorities or under gaming laws) violate any provision
 of law, rule or regulation applicable to it or any of its subsidiaries or its certificate
 of incorporation or bylaws;





(d)
     Binding Obligation. This Agreement has been duly executed and delivered and is
 the legal, valid and binding obligation of each Consenting Noteholder enforceable
 against each in accordance with its terms, except as enforcement may be limited
 by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating
 to or limiting creditors’ rights generally or by equitable principles relating
 to enforceability and subject to such Bankruptcy Court approval as may be required;





(e)
     Disclosure. The representations and warranties made by the Consenting Noteholders
 contained in this Agreement by or with respect to it do not contain any untrue statement
 of a material fact or omit to state any material fact necessary in order to make
 the statements and information contained herein not misleading; and





(f)
     Consultation with Indenture Trustee. The Consenting Noteholders have caused the
 Informal Committee to inform the Indenture Trustee respecting the terms and conditions
 of this Agreement, and to the best of each Consenting Noteholder’s knowledge
 and belief, it believes, based on conversations between counsel to the Indenture
 Trustee and counsel to the Informal Committee, that the Indenture Trustee will follow
 the Consenting Noteholder’s instructions to the Indenture Trustee (without
 requiring any indemnity) made pursuant to this Agreement.





(g)
     Ownership of Notes. The Consenting Noteholders own the face amount of Notes stated
 next to their respective names on the signature pages to this Agreement.


Article IX
Bankruptcy Process





Section 9.1
      Bankruptcy
 Filing.   Upon execution of this Agreement, the Debtors shall promptly
 conclude preparation of Chapter 11 petitions, statements of financial affairs, schedules
 of assets and liabilities, and any and all other documents necessary to commence
 the Chapter 11 Cases (collectively, the “Petition Pleadings”) no later
 than January 19, 2001. In addition, upon execution of this Agreement, the Debtors
 shall promptly commence preparation of all required operating documents and first
 day motions to continue normal business operations during the Chapter 11 Cases which
 shall be filed as of the commencement of the Chapter 11 Cases (“the Operating
 Pleadings”). No later than five (5) Business Days prior to the Petition Date,
 FGC shall provide to the Informal Committee copies of the Operating Pleadings for
 the Informal Committee’s review and comments, and the Informal Committee shall
 provide its comments to FGC no sooner than two (2) Business Days before the proposed
 Petition Date; provided, however, not later than five (5) Business Days prior to
 the Petition Date, the Debtors’ Professionals and the


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Informal Committee’s
 Professionals shall agree upon the form of (i) the Protocol Motion, (ii) the motion
 for order approving the proposed payment of a break-up fee and expense reimbursement
 to Majestic Investor, LLC, prospective purchaser of Fitzgeralds Las Vegas, Fitzgeralds
 Tunica, Fitzgeralds Black Hawk and Fitzgeralds Fremont Experience Corporation, (iii)
 sale order sought by the 363 Motion to be filed in connection with the purchase
 agreement executed (or to be executed) by Majestic Investor, LLC, and (iv) the Interim
 Order and the Final Order (each as defined in the Cash Collateral Stipulation).
 In addition, attached hereto as Exhibit “8” is the Agreement Regarding
 Use of Cash Collateral (the “Cash Collateral Stipulation”). On the Petition
 Date, the Debtors shall file a motion for entry of an Interim and Final Order approving
 the Cash Collateral Stipulation. The Consenting Noteholders and pursuant to their
 direction, the Informal Committee and the Indenture Trustee and each of their professionals
 and the Debtors and the Debtors’ Professionals shall make commercially reasonable
 efforts to support the approval of the Cash Collateral Stipulation and the Operating
 Pleadings by the Bankruptcy Court and the Consenting Noteholders shall direct the
 Indenture Trustee to support and execute the Cash Collateral Stipulation which shall
 not require providing an indemnity. The Informal Committee’s Professionals
 and the Debtors’ Professionals may jointly seek amendments of the order granting
 the Protocol Motion and the sale order sought by the 363 Motion(s) from time to
 time as they deem appropriate to further the general purposes of the Agreement.
 Any such amendments shall be deemed to amend the terms of those Motions for purposes
 of this Agreement.





 Section 9.2
     Support of Agreement and Restructuring.





(a)
     In addition to the express covenants in this Agreement, each of the Debtors shall
 (i) make all commercially reasonable efforts in to effectuate the Restructuring,
 achieve the sale of assets (or stock) of the Operating Companies as provided in
 this Agreement and to obtain confirmation of the Plan as provided in this Agreement
 and (ii) refrain from opposing, or proposing, soliciting, supporting or encouraging
 any person to take any action to impede, hinder or delay, the Restructuring, the
 sale of assets (or stock) of the Operating Companies as provided by this Agreement
 and confirmation of the Plan contemplated hereby.





(b)
     In addition to the express covenants in this Agreement, each of the Executives in
 their capacities as officers, directors, shareholders, employee and creditors shall
 (i) make all commercially reasonable efforts in good faith to effectuate the Restructuring,
 achieve the sale of assets (or stock) of the Operating Companies as provided in
 this Agreement and to obtain confirmation of the Plan as provided in this Agreement
 and (ii) refrain from opposing, or proposing soliciting, supporting or encouraging
 any person to take any action to oppose, impede, hinder or delay, the Restructuring,
 the sale of assets (or stock) of the Operating Companies as provided by this Agreement
 and confirmation of the Plan contemplated hereby. Each Executive shall also vote
 all of the claims against and interests in the Debtors that he owns, or of which
 he has the power to control the vote in favor of the Plan contemplated hereby, except
 to the extent such claims or interests are deemed by operation of the Bankruptcy
 Code to have accepted or rejected the Plan.





(c)
     In addition to the express covenants in this Agreement, each Consenting Noteholder
 shall refrain from opposing, or proposing, soliciting, supporting or


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encouraging any person to take any action inconsistent
 with this Agreement or to oppose, impede,
 hinder or delay, the Restructuring, the sale of assets (or stock) of the Operating
 Companies as provided by this Agreement and confirmation of the Plan contemplated
 hereby. Each of the Consenting Noteholders shall make all commercially reasonable
 efforts in good faith to:





(1)     vote all
 of its claims against and interests in the Debtors in favor of the Plan contemplated
 hereby, except to the extent such claims or interests are deemed by operation of
 the Bankruptcy Code to have accepted or rejected the Plan;





(2)     if requested
 by Debtors, direct the Indenture Trustee (but shall not be required to indemnify
 the Indenture Trustee), to support the Restructuring, all motions and applications
 made by the Debtors and Senior Management not inconsistent with this Agreement,
 the sales contemplated hereby and the Plan, and to consent to the sale of the assets
 contemplated hereby;





(3)     direct
 (i) counsel to the Informal Committee (or Official Noteholder Committee, as the
 case may be) to appear in the Bankruptcy Court and, to the extent requested by the
 Debtors, relevant gaming regulatory proceedings and to support entry of the orders
 contemplated hereby, confirmation of the Plan and the granting of any gaming approvals
 necessary to consummate the transactions contemplated by this Agreement;





(4)     direct
 the Informal Committee to recommend that other Noteholders accept the Plan contemplated
 hereby; and





(5)     not propose,
 vote for, consent to or support or participate, directly or indirectly, in the formulation
 of any application, motion or plan of reorganization or liquidation (proposed or
 filed or to be proposed or filed) in any bankruptcy proceeding commenced with respect
 to the Debtors that provides for the treatment of Senior Management or the Consenting
 Noteholders on any other terms that are materially inconsistent with this Agreement,
 other than a plan agreed to by the Consenting Noteholders and the Debtors;


provided,
 however, that no Consenting Noteholder shall be barred from objecting to compliance
 with Section 1126 of the Bankruptcy Code if a disclosure statement proposed by the
 Debtors or received by such Consenting Noteholder contains a material misstatement
 or omission or taking any action with respect to any matter inconsistent with the
 terms of this Agreement, or assisting the Informal Committee (or Official Noteholder
 Committee) in making such objections and taking such actions;





(d)
     If an involuntary case under Chapter 7 or Chapter 11 of the Bankruptcy Code is
 commenced against the Debtors (or any of them), and Debtors determine to contest
 the entry of an order for relief, the Consenting Noteholders agree they shall not
 take, direct, instruct, encourage or help any other person or entity to act inconsistently
 or not in accordance with the terms of this Agreement; provided, however, that if
 the Debtors determine not to contest the entry of an order for relief, the Debtors
 shall make any and all commercially reasonable efforts to cause the case to be converted
 to a voluntary Chapter 11 proceeding (in the event of an involuntary Chapter 7 case).


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(e)       Senior Management
 shall make any and all commercially reasonable efforts while they are employed by the Debtors to
 remain licensed under applicable gaming laws and regulations, to operate and manage the business of
 the Debtors and to actively engage in the process of selling the Operating Companies. Any and all
 costs incurred in this respect shall be borne by the Debtors.




Section 9.3     No Improper
 Solicitation. Notwithstanding Section 9.2, this Agreement is the product of negotiations among
 the Debtors, Senior Management and the Consenting Noteholders. This Agreement is not and shall not
 be deemed to be a solicitation for consents to a plan. No Consenting Noteholder’s acceptance of a
 plan shall be solicited until such party has received a disclosure statement approved by the Bankruptcy
 Court and otherwise in compliance with Section 1126 of the Bankruptcy Code.





Section 9.4     Official Noteholder Committee.
 The Debtors shall, if requested by Consenting Noteholders who are beneficial owners (or record
 owners) of a majority of principal amount of the Notes, support the appointment of the Official
 Noteholder Committee provided that the members of the Official Noteholder Committee include Consenting
 Noteholders of no less than a majority of the principal amount of Notes. The Debtors’ ongoing support
 of an Official Noteholder Committee will be conditional upon the Official Noteholder Committee consisting
 of beneficial owners of no less than a majority in face amount of the outstanding Notes. Upon the
 commencement of the Chapter 11 Cases, the Debtors agree to support the retention of the
 Informal Committee Professionals by the Official Noteholder Committee, with payment of fees
 and expenses in accordance with an Interim Fee Procedures Motion and Order, copies of which
 are attached hereto as Exhibit “9”, as approved by the Bankruptcy Court.





Section 9.5     Debtors’ Professionals. Upon the
 commencement of the Chapter 11 Cases, Consenting Noteholders agree to direct the Informal Committee
 and the Indenture Trustee to agree to the retention of the Debtors’ Professionals upon terms and
 conditions consistent with the Bankruptcy Rules and the U.S. Trustee Guidelines. The Consenting
 Noteholders further agree that during the Chapter 11 Cases, the Debtors’ Professionals may be
 paid in the ordinary course in accordance with an Interim Fee Procedures Motion and Order, as approved
 by the Bankruptcy Court.





Section 9.6     Rights of Parties in
 the Event the Indenture Trustee
 Acts in a Manner inconsistent with this Agreement. If the Indenture Trustee acts in a manner materially
 inconsistent with this Agreement, fails to act in a manner materially consistent with this
 Agreement, or fails to act in a manner materially consistent with this Agreement absent
 indemnity, the following provisions shall control any other contrary provisions in this Agreement
 or in any other Agreement between the parties:





(a)       Activity in Support of this
 Agreement. Any action taken by the Debtors, the Informal Committee (or the Official Noteholder Committee,
 as the case may be) to cause the Indenture Trustee to act in a manner materially consistent with this
 Agreement, shall not be deemed a breach of this Agreement.





(b)       Support of Other
 Parties’ Efforts Directed at a Recalcitrant Indenture Trustee. The Debtors shall direct the
 Debtors’ Professionals, and the Consenting Noteholders shall direct the Informal Committee (or the
 Official Noteholder Committee,


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as the case may be) to support, with briefs and argument
 before the Bankruptcy Court, the actions taken by the Debtors and the Informal Committee (or the
 Official Noteholder Committee, as the case may be) to cause the Indenture Trustee to act in a manner
 materially consistent with this Agreement.





(c)       Limitation on
 Consenting Noteholders’ Right to Terminate Agreement. If such action or inaction is determined by
 the Bankruptcy Court to have proximately caused an event that would allow the termination of this Agreement, or the
 service of notice of a default under Section 11.10 of this Agreement, then, notwithstanding
 such right to terminate this Agreement or serve such notice, this Agreement may not be
 terminated based upon such event.


Article X
Conduct of Business





Section 10.1  Conduct of
 Business. The Debtors agree that, pending the Petition Date and subject thereof until the Effective
 Date of FGC’s Plan, unless otherwise expressly contemplated or permitted by this Agreement, they
 shall manage and operate their businesses in the ordinary course using sound business judgment and:





(a)       The Debtors
 shall not directly or indirectly, do or permit to occur any of the following: (i) issue, sell, pledge, dispose of
 or encumber any additional shares of, or any
 options, warrants, conversion privileges or rights of any kind to acquire any
 shares of, any of their capital stock except as required pursuant to currently
 outstanding obligations; (ii) amend or propose to amend their articles of
 incorporation; (iii) split, combine or reclassify any outstanding shares of
 their capital stock or declare, set aside or pay any dividend or other
 distribution payable in cash, stock, property or otherwise with respect to
 shares of capital stock, including the Existing Common Stock or Existing
 Preferred Stock; (iv) redeem, purchase or acquire or offer to acquire any share
 of their capital stock; (v) acquire (by merger, exchange, consolidation,
 acquisition of stock or assets or otherwise) any corporation, partnership, joint
 venture or other business organization or division or material assets thereof
 other than as set forth in Section 10.1 (d) and (e); (vi) enter into or propose
 to enter into, or modify or propose to modify, any agreement, arrangement or
 understanding with respect to any of the matters set forth in this Section
 10.1(a); (vii) commence or engage in any additional gaming ventures.





(b)       The Debtors
 shall (i) maintain their good standing
 under the laws of their respective states of incorporation or organization, as
 the case may be, and (ii) notify the Informal Committee of any governmental or
 third party complaints, investigations or hearings (or communications indicating
 that the same are contemplated) other than ordinary course audits.





(c)       Subject
 to applicable privileges, the Debtors will keep
 the Informal Committee and Informal Committee Professionals (or Official
 Noteholder Committee professionals, as the case may be) informed of all the
 developments regarding the liquidation process, including the identities of
 prospective purchasers, those being solicited potential purchasers and of all
 negotiations with such potential purchasers. In addition, the Debtors shall keep
 the Informal Committee informed of the status of the


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Debtors’ capital
 expenditure programs, their operating performance, financial status, and all
 material regulatory matters and litigation matters, and will inform the Informal
 Committee Professionals of each non-recurring capital expense in excess of $250,000.00.





(d)       Any term
 in this Agreement to the contrary
 notwithstanding, subject to Bankruptcy Court approval the Debtors, Senior
 Management and the Consenting Noteholders agree that the Debtors may contract
 with a third party, which may be a to-be-formed entity directly or indirectly
 owned by one or more of the Executives (such an entity, a “Senior
 Management Affiliate”), to provide risk management services to the Debtors
 and, if requested, the trustee of the Liquidating Trust. The Debtors, Senior
 Management and the Consenting Noteholders agree that the Debtors may enter into
 agreements with a Senior Management Affiliate to sell assets associated with
 FGC’s risk management department. With respect to the assets associated
 with FGC’s risk management, the book value of such assets shall not exceed
 $75,000.00 and such assets shall be sold for not less than book value. The costs
 and expenses associated with a contract with a Senior Management Affiliate to
 provide risk management services to the Debtors, on the date of contracting,
 shall (i) not exceed seven and one-half percent (7.5%) of the existing
 historical costs and expenses (ii) not exceed the amount of any bid received by
 the Debtors for the same services; provided, however, that such costs and
 expenses cap shall not apply to variable labor costs and expenses if the hourly
 rates for such costs and the expenses do not exceed seven and one-half percent
 (7.5%) of the fair market rate for such services and expenses. After the first
 year and for each year thereafter, such costs and expenses associated with a
 contract with a Senior Management Affiliate may increase an additional three
 percent (3%) on an annual basis. Prior to the Debtors entering into a contract
 with a Senior Management Affiliate to provide risk management services to the
 Debtors, the Debtors shall obtain no less than two (2) competitive bids from
 non-affiliates. The Informal Committee (or the Official Noteholders Committee,
 as the case may be) will be advised by the Debtors of developments respecting
 services provided to the Debtors that fall within the terms of this Subsection
 10.1(d). The Informal Committee (or the Official Noteholders Committee, as the
 case may be) will be provided by the Debtors with copies of all agreements,
 requests for quotation and bids and quotations respecting services provided to
 the Debtors that fall within the terms of this Subsection 10.1 (d).





(e)       Any term in
 this Agreement to the contrary notwithstanding, subject to
 Bankruptcy Court approval the Debtors, Senior Management and the Consenting
 Noteholders agree that the Debtors may enter into agreements with a Senior Management
 Affiliate to lease from FMI dock facilities, and public areas directly associated with such
 dock facilities, owned or controlled by FMI provided such an agreement contains
 customary terms and conditions and is on market terms (meaning in all events, not less
 than book value). The Informal Committee (or the Official Noteholders Committee, as the
 case may be) will be advised by the Debtors of developments respecting a transaction that
 falls within the terms of this Subsection 10.1(e). The Informal Committee (or the Official
 Noteholders Committee, as the case may be) will be provided by the Debtors with copies
 of all agreements respecting a transaction that falls within the terms of this Subsection 10.1 (e).


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Section 10.2  Capital Expenditures.
 Excluding the purchase of gaming equipment, the
 Debtors will not spend more than $4,000,000.00 per year (or $1,000,000 per year after all of the
 Operating Companies except Fitzgeralds Reno have been sold) in connection with “maintenance”
 capital expenditures. In addition, the Debtors will not spend more than $4,000,000.00 per year
 (or $1,000,0000 per year after all of the Operating Companies except Fitzgeralds Reno have been
 sold) in connection with purchasing, upgrading and/or replacing gaming equipment. To the
 extent that the aforementioned amounts are not fully expended within any given fiscal year, the
 Debtors shall be permitted to carryover-unexpended amounts into subsequent fiscal years. With
 respect to the Fitzgeralds Black Hawk expansion project, the Debtors will not expend more than
 an additional $750,000.00 plus amounts requested by purchaser of Operating Companies for
 which improvements the purchaser is paying after the date of execution of this Agreement
 without approval of the Informal Committee (or the Official Noteholder Committee, as the case
 may be). The Fitzgeralds Black Hawk expansion expenditures will relate primarily to securing
 the necessary entitlements, acquiring an adjacent parcel/structure, demolishing (in part) existing
 structures and developing architectural plans for the new structure.


Article XI
Conditions Subsequent, Defaults
 and Remedies





Section 11.1  Debtors’ Right
 to Terminate Agreement Upon Condition Subsequent. This Agreement, at the option of any of the
 Debtors’, may be terminated, effective at the time written notice of termination is given to the
 Consenting Noteholders and each of the Executives, if:





(a)        The Protocol Motion
 is not approved in its entirety without modification by a Final Order of the Bankruptcy Court within
 28 days of the Petition Date





(b)       The Compensation Motion is not
 approved in its entirety without modification by a Final Order of the Bankruptcy Court within 28 days of
 the Petition Date; or





(c)       The Interim Cash Collateral
 Order and the Final Cash Collateral Orders are not entered in their entirety without modification by the
 Bankruptcy Court or the Final Cash Collateral Order does not become a Final Order of the Bankruptcy
 Court within 28 days of the Petition Date.


Provided, that if the Interim Cash Collateral Order and the
 Final Cash Collateral Orders, or either of them, are not entered in there entirety solely because the
 Bankruptcy Court fails to grant a priority to Majestic Investor, LLC, there shall be no right to
 terminate this Agreement based upon such event. Any notice of termination made pursuant to this
 Section 11.1 must be given so that it is received by the Consenting Noteholders and each of the
 Executives not later than 30 days after the Petition Date. The Debtors shall at all times have the right
 to waive any such condition. The waiver by the Debtors of any condition shall not relieve any other party
 of any liability or obligation with respect to any covenant or agreement set forth in this Agreement.





Section 11.2  Consenting Noteholders
 Right to Terminate Agreement Upon Condition Subsequent. This Agreement, at the option of Consenting
 Noteholders who are


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beneficial owners (or record owners) of a majority of principal
 amount of the Notes, may be terminated, effective at the time written notice of termination is given to
 the Debtors and each of the Executives if:





(a)       The Debtors
 fail to make the Pre-Petition Cash Distribution;





(b)       The Protocol
 Motion is not approved in its entirety without modification by a Final Order of the Bankruptcy Court
 within 28 days of the Petition Date;





(c)       The Compensation
 Motion is not approved in its entirety without modification by a Final Order of the Bankruptcy Court
 within 28 days of the Petition Date; or





(d)       The Interim
 Cash Collateral Order and the Final Cash Collateral Orders are not entered in its entirety without
 modification by the Bankruptcy Court or the Final Cash Collateral Order does not become a Final Order
 of the Bankruptcy Court within 28 days of the Petition Date.



Provided, that if the Interim Cash Collateral Order and the Final
 Cash Collateral Orders, or either
 of them, are not entered in there entirety solely because the Bankruptcy Court fails to grant a
 priority to Majestic Investor, LLC, there shall be no right to terminate this Agreement based upon
 such event. Any notice of termination made pursuant to this Section 11.2 must be given so that it
 is received by the Debtors and each of the Executives not later than 30 days after the Petition
 Date. The Consenting Noteholders who are beneficial owners (or record owners) of a majority of
 principal amount of the Notes shall at all times have the right to waive any such condition. The
 waiver by such Consenting Noteholders of any condition shall not relieve any other party of any
 liability or obligation with respect to any covenant or agreement set forth in this Agreement.





Section 11.3  Senior Management’s Right to
 Terminate Agreement Upon Condition Subsequent. This Agreement, at the option of Senior Management,
 may be terminated, effective at the time written notice of termination is given to the Consenting
 Noteholders and the Debtors, if:





(a)       The Protocol
 Motion is not approved in its entirety without modification by a Final Order of the Bankruptcy Court
 within 28 days of the Petition Date





(b)       The Compensation
 Motion is not approved in its entirety without modification by a Final Order of the Bankruptcy Court
 within 28 days of the Petition Date; or





(c)       The Interim
 Cash Collateral Order and the Final Cash Collateral Orders are not entered in their entirety without
 modification by the Bankruptcy Court or the Final Cash Collateral Order does not become a Final Order
 of the Bankruptcy Court within 28 days of the Petition Date.


Provided, that if the Interim Cash Collateral Order and the Final
 Cash Collateral Orders, or either of them, are not entered in there entirety solely because the Bankruptcy
 Court fails to grant a


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priority to Majestic Investor, LLC, there shall be no right to
 terminate this Agreement based upon
 such event. Any notice of termination made pursuant to this Section 11.3 must be given so that it
 is received by the Debtors and Consenting Noteholders not later than 30 days after the Petition
 Date. Senior Management shall at all times have the right to waive any such condition. The
 waiver by Senior Management of any condition shall not relieve any other party of any liability or
 obligation with respect to any covenant or agreement set forth herein.





Section 11.4  Consenting Noteholder Default. Any of
 the following shall be deemed a Consenting Noteholder Default:





(a)       The failure of
 any Consenting Noteholder to comply in all material respects with its covenants under this Agreement, and
 ten (10) Business Days shall have passed after written notice of such default is given to the Consenting
 Noteholders, and such default remains uncured;





(b)       Any Consenting
 Noteholder shall publicly announce its intention to not support the Restructuring if such statement is
 not retracted after three (3) Business Days notice to the Consenting Noteholders;





(c)       The Purchase
 and Sale Agreement with Majestic Investor, LLC is terminated as a result of a breach by any Consenting
 Noteholder of its Undertaking dated November 22, 2000.





(d)       Any of the
 Consenting Noteholders shall propose a plan or take other action in the Chapter 11 Cases on terms and
 conditions that are not materially consistent and in accordance with this Agreement and twenty (20) Business
 Days shall have passed after written notice of such default is given to the Consenting Noteholders, and
 such default remains uncured; and





(e)       Any representation
 or warranty of the Consenting Noteholders contained in this Agreement shall have been materially incorrect
 and shall have been made fraudulently.





Section 11.5  Remedies in the Event of a Consenting
 Noteholder Default. Provided that the Debtors and/or Senior Management have not terminated this
 Agreement pursuant to Sections 11.1, 11.3 or 11.12 of this Agreement,
 respectively, in addition to any other rights and remedies afforded Debtors
 and/or Senior Management under this Agreement or applicable law (not
 inconsistent with this Agreement), upon the occurrence of a Consenting
 Noteholder Default, Debtors and/or Senior Management may:





(a)       Seek redress
 from the Bankruptcy Court for specific performance or summary enforcement of
 this Agreement or other equitable relief with respect to the breaching
 Consenting Noteholders. Such relief may include obtaining the appointment of an
 individual under Fed. R. Bankr. P. 7070 to urge and vote such Consenting
 Noteholder’s claim(s) in favor of the Motions and a Plan which provides the
 Debtors, Senior Management and Noteholders treatment in accordance with the
 terms of this Agreement;


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(b)       Seek damages
 against the breaching Consenting Noteholder for the breach of this Agreement in
 the Bankruptcy Court to the extent permitted by law; and





(c)       Enforce any
 other right or remedy afforded under this Agreement or applicable law in the
 Bankruptcy Court except termination of this Agreement.





Section 11.6  Debtors’ Default. Any of the
 following shall be deemed a Debtors’ Default:





(a)       The Debtors
 shall not have filed the Chapter 11 Cases on or before January 19, 2001;





(b)       A purchase
 agreement approved by the Bankruptcy Court either pursuant to a Plan or a 363 Motion is terminated as a
 result of a Debtor’s breach;





(c)       The Purchase
 and Sale Agreement with Majestic Investor, LLC is terminated as a result of a breach by any of the
 Debtors of their Undertaking dated November 22, 2000 unless such breach is the result of action or
 inaction taken by the Debtors to comply with this Agreement;





(d)       Any of the
 Debtors shall publicly announce its intention not to pursue the Plan on terms and conditions materially
 consistent and in accordance with this Agreement if such statement is not retracted after three (3) Business
 Days notice to the Debtors and each Executive;





(e)       Any of the
 Debtors shall propose a Plan or take other action in the Chapter 11 Cases on terms and conditions that
 are not materially consistent and in accordance with this Agreement after notice to Debtors and each
 Executive and ten (10) Business Days opportunity to cure;





(f)       Any of the
 Debtors shall fail to comply in all material respects with its covenants under this Agreement, and
 ten (10) Business Days shall have passed after written notice of such default is given to such Debtor
 and each Executive, and such default remains uncured;





(g)       Any representation
 or warranty of the Debtors contained in this Agreement shall have been materially incorrect and shall
 have been made fraudulently; or





(h)       The Debtors fail
 to make a post-Petition Date Excess Cash Distribution payment as described in Section 4.2 of this
 Agreement, provided such payment is permitted by a final Bankruptcy Court order and such failure has not
 been cured after ten (10) Business Days notice.





Section 11.7  Remedies in the Event of a Debtors’
 Default. Provided that Consenting Noteholders who are beneficial owners (or record owners) of a majority
 of principal amount of the Notes or Senior Management have not terminated this Agreement pursuant to
 Sections 11.2, 11.3 or 11.12 of this Agreement, respectively, in addition to any other rights and remedies
 afforded Consenting Noteholders who at the time are beneficial owners (or record owners) of a


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majority of a principal amount of the Notes and/or Senior
 Management under this Agreement or applicable law (not inconsistent with this Agreement), upon
 the occurrence of a Debtors’ Default, Consenting Noteholders who at the time
 are beneficial owners (or record owners) of a majority of principal amount of the
 Notes and/or Senior Management may:





(a)
     Seek redress from the Bankruptcy Court for specific performance or
 summary enforcement of this Agreement or other equitable relief with respect to the breaching Debtor,
 and such relief may include relief under Bankruptcy Rule 7070;





(b)
     Seek damages against the breaching Debtor for the breach of this Agreement
 in the Bankruptcy Court to the extent permitted by law; and





(c)
     Enforce any other right or remedy afforded under this Agreement or
 applicable law in the Bankruptcy Court except termination of this Agreement.











Section
 11.8    Senior Management Default. Any of the following shall
 be deemed a Senior Management Default:





(a)         Any of the Debtors
 while in the control of Senior Management shall publicly announce its intention not to pursue the Plan
 on terms and conditions materially consistent and in accordance with this Agreement if such statement is
 not retracted after three (3) Business Days notice to the Debtors and each Executive;





(b)         Any
 of the Debtors while in the control of Senior Management shall propose a Plan or take other action in the
 Chapter 11 Cases on terms and conditions that are not materially consistent and in accordance with this
 Agreement after notice to Debtors and each Executive and ten (10) Business Days opportunity to cure;





(c)         Any
 of the Executives shall fail to comply in all material respects with his covenants under this Agreement
 and twenty (20) Business Days shall have passed after written notice of such default is given to such
 Executive, and such default remains uncured; and





(d)         Any
 representation or warranty of Senior Management contained in this Agreement shall have been materially
 incorrect and shall have been made fraudulently.





Section
 11.9    Remedies in the Event of a Senior Management Default. Provided
 that Consenting Noteholders who are beneficial owners (or record owners) of a majority
 of principal amount of the Notes or the Debtors have not terminated this Agreement
 pursuant to Sections 11.1, 11.3 or 11.12 of this Agreement, respectively, in addition
 to any other rights and remedies afforded Consenting Noteholders who at the time
 are beneficial owners (or record owners) of a majority of a principal amount of
 the Notes and/or the Debtors under this Agreement or applicable law (not inconsistent
 with this Agreement), upon the occurrence of a Senior Management Default, Consenting
 Noteholders who at the time are beneficial owners (or record owners) of a majority
 of principal amount of the Notes and/or the Debtors may:


40








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(a)         
Seek redress from the Bankruptcy Court for specific performance or summary enforcement of this Agreement
 or other equitable relief with respect to the breaching Executive, and such relief may include relief
 under Bankruptcy Rule 7070;





(b)         
Seek damages against the breaching Executive for the breach of this Agreement in the Bankruptcy Court to
 the extent permitted by law; and





(c)         
Enforce any other right or remedy afforded under this Agreement or applicable law in the Bankruptcy
 Court except termination of this Agreement.





Section
 11.10   Limited Right To Terminate Agreement By Consenting Noteholders
. Except as permitted by Section 11.1, 11.2, 11.3 and 11.12 of this Agreement,
 this Agreement may not be terminated unless by Consenting Noteholders who are beneficial
 owners (or record owners) of a majority of principal amount of the Notes, and then
 only if:





(a)         
Relief shall be granted pursuant to a final order of the Bankruptcy Court to any person other than
 a Consenting Noteholder or the Indenture Trustee under Section 362(d) of the Bankruptcy Code, in a
 manner that materially impairs the benefits of the Restructuring for the Consenting Noteholders, and
 the order granting such relief shall not have been stayed pending appeal, provided Debtors and Senior
 Management are given notice under this Section within five (5) Business Days after a motion
 for stay relief is filed;





(b)         
Any examiner with expanded powers or trustee shall be appointed in the Chapter 11 Cases, or any such
 cases shall be converted to cases under chapter 7 or dismissed unless such appointment or conversion
 occurs due to the urging of a Consenting Noteholder, the Informal Committee (or the Official Noteholder
 Committee, as the case may be), the Indenture Trustee or any of their professionals, except as provided
 in Section 11.10(c) of this Agreement;





(c)         
The Bankruptcy Court enters a final order granting a motion for relief brought by Consenting Noteholders
 who at the time are beneficial owner (or record owners of a majority of the principal amount of the
 Notes seeking (i) the appointment of an examiner with expanded powers, (ii) the appointment of a
 trustee in the Chapter 11 Cases, or (iii) conversion of the Chapter 11 Cases to cases under Chapter 7
 or dismissal of the Chapter 11 Cases; provided, however the granting of the relief is predicated upon
 a finding of fraud by one or more of the Executives;





(d)         
There has been a breach of Section 2.2 of this Agreement by the Debtors while Senior Management is
 in control of the Debtors that has not been cured after twenty (20) Business Days notice to the
 Debtors and each of the Executives;





(e)         
The Debtors fail to make a post-Petition Date Excess Cash Distribution payment as described in
 Section 4.2 of this Agreement, provided such payment is permitted by a final order of the
 Bankruptcy Court and such failure has not been cured after ten (10) Business Days notice to
 the Debtors and each of the Executives;


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(f)         
The Debtors assume the existing employment agreements with Senior Management pursuant to Section 365
 of the Bankruptcy Code;





(g)        
There has been a breach of Section 5.8 of this Agreement by an Executive or his Affiliate that is not
 cured after twenty (20) Business Days notice to the Debtors and each of the Executives.





(h)        
There has been a breach of Section 9.1 of this Agreement by the Debtors and such breach has not been
 cured after five (5) Business Days notice to the Debtors and each of the Executive, provided,
 further, however, that such default must be exercised no later than fifteen (15) Business Days
 after the Petition Date;





(i)         
The Debtors file Plan(s) that do not seek the orderly liquidation of the Operating Companies assets
 (or stock) and such default is not cured after fifteen (15) Business Days notice to the Debtors and
 each of the Executives;





(j)         
There is a breach by an Executive of Section 5.5(b) of this Agreement that is not cured after twenty
 (20) Business Days notice to the Debtors and each of the Executives;





(k)        
The Bankruptcy Court has not confirmed, by December 31, 2002, Plan(s) contemplating the sale of any
 assets (or stock) of the Debtors not then subject to be sold pursuant to an order of the Bankruptcy
 Court, provided Senior Management remains in control of the Debtors;





(l)         
There is a breach by the Debtors of Section 10.1(a)(v) or (vii) that is not cured after twenty
 (20) Business Days notice to the Debtors and each of the Executives; or





(m)       
Any representation or warranty of the Debtors contained in Sections 8 (a), (b), (c) or (d) of this
 Agreement shall have been materially incorrect when made and shall have been made fraudulently.


Written notice of any termination of this
 Agreement made pursuant to this Section 11.10 must be given to the Debtors and each
 of the Executives within ten (10) days of the occurrence of the basis for such termination.
 The Consenting Noteholders who at the time are beneficial owners (or record owners)
 of a majority of principal amount of the Notes shall at all times have the right
 to waive any such condition. The waiver by such Consenting Noteholders of any condition
 shall not relieve any other party of any liability or obligation with respect to
 any covenant or agreement set forth in this Agreement.





Section
 11.11   Prohibition on Right To Terminate Agreement
 By the Debtors’ or Senior Managements’ Default. Except as provided in Sections 11.1, 11.3
 and 11.12, neither the Debtors nor Senior Management, or any of them, may terminate
 this Agreement, unless the Indenture Trustee acts in a manner materially inconsistent
 with this Agreement, fails to act in a manner materially consistent with this Agreement,
 or fails to act in a manner materially consistent with this Agreement absent indemnity,
 and such action or inaction results in a material detriment to the Debtors or Senior
 Management, or any of them.


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Section
 11.12   Termination Due to Failure to Settle Papers and Orders.
Any party to this Agreement shall have the right to terminate this Agreement by notice
 to all other parties to this Agreement that any of the papers or orders made an
 exhibit to this Agreement (or an exhibit to an exhibit or a schedule to this Agreement)
 have not been agreed upon by such party, in his or its sole and absolute discretion.
 Any notice of termination under this Section shall not be enforceable unless received
 by all non-terminating parties to this Agreement on or before 11:00 A.M. PDT on December
 1, 2000.


Article XII

Miscellaneous





Section
 12.1    Successors and Assigns. This Agreement shall be binding
 upon, and inure to the benefit of, the parties hereto and their respective successors
 and permitted assigns. Other than the right of a Consenting Noteholder to assign
 its rights hereunder in accordance with the provisions of Article VII, a party hereto
 may not assign or transfer its rights or obligations under this Agreement.





Section
 12.2    Settlement; Release.





(a)         
Release. On the Liquidation Date, each of Debtors, Senior Management and the Consenting Noteholders
 and their successors and assigns shall release and forever discharge each other and all of their
 officers, directors, employees and agents, including all Debtors’ Professionals and Informal
 Committee Professionals, from any and all actions, causes of action, debts, dues, claims, demands,
 liabilities and obligations of every kind and nature, both in law and equity, known or unknown, whether
 matured or unmatured, absolute or contingent, with respect of conduct or activities occurring
 prior to, on, or subsequent to the execution of this Agreement relating to the Notes
 except for the rights and obligations of the parties under this Agreement, the Liquidating
 Trust or Nevada Purchase Note(s), whether or not subject to a pending dispute before
 the Bankruptcy Court; provided, however, that such release shall not
 apply to (i) matters contemplated by the Plan(s) and (ii) any liability of an attorney
 to its client not subject to a release under the Bankruptcy Code or a Plan(s).





(b)         
Exculpation. Subject to Bankruptcy Court approval, each Plan shall provide that none of Senior
 Management, Consenting Noteholders, the Indenture Trustee, Informal Committee, Official Noteholder
 Committee or any of their respective present or former members,
 officers, directors, employees, advisors, attorneys or agents shall have or incur
 any liability to any holder of a claim, Debtors or any other party-in-interest in
 the Chapter 11 Cases, or any of their respective officers, directors, 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, pursuit of confirmation of a Plan, the consummation
 of a Plan, Liquidating Trust or 363 Motion, except for willful misconduct, and in
 all respects such persons shall be entitled to reasonably rely upon the advice of
 counsel with respect to their duties and obligations under a Plan; provided, however,
 that such exculpation shall not


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apply to (i) matters contemplated by the Plan(s)
 and (ii) any liability of an attorney to its client not subject to exculpation under the Bankruptcy Code
 or a Plan(s).





(c)         
Reservation of Rights. Except as expressly provided herein, nothing
 in this Agreement (i) is intended to in any manner waive, limit, impair or restrict the ability of the
 Consenting Noteholders to protect and preserve their respective rights, remedies
 and interests, including without limitation their respective claims against FGC
 and the Guarantors and their respective full participation in the Chapter 11 Cases,
 (ii) shall be deemed an admission of any sort, or (iii) shall effect a modification
 of any Consenting Noteholder’s rights under any document or agreement unless
 and until the Motions are approved, and the Plan is confirmed and becomes effective.
 If the transactions contemplated hereby are not consummated or if this Agreement
 is terminated for any reason, each of the parties hereto fully reserve any and all
 of their rights.





Section
 12.3    Notices. Any notice by any party to another party
 hereunder shall be deemed sufficiently given if in writing either served by personal delivery or
 sent by overnight courier guaranteeing next-day delivery or by telecopy, addressed
 (until further written notice of change of address), as follows:



	if to Debtors,
 to:
	 

	 
	 

	 
	Fitzgeralds
 Gaming Corporation

	 
	3097 East
 Warm Springs Road

	 
	Suite 100

	 
	Las Vegas,
 NV 89120

	 
	Attn:
 Philip D. Griffith

	 
	Telephone
 : (702) 940-2202

	 
	Fax: (702)
 940-2207

	 
	 

	with a
 copy to:
	 

	 
	 

	 
	Gordon & Silver, Ltd.

	 
	3960 Howard
 Hughes Parkway, 9th Floor

	 
	Las Vegas,
 NV 89109

	 
	Attn:
 Gerald M. Gordon, Esq.

	 
	Telephone:
 (702) 796-5555

	 
	Fax: (702)
 369-2666




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	if to Senior
 Management, to:
	 

	 
	 

	 
	Michael
 E. McPherson

	 
	Fitzgeralds
 Gaming Corporation

	 
	3097 East
 Warm Springs Road

	 
	Suite 100

	 
	Las Vegas,
 NV 89120

	 
	Telephone:
 (702) 940-2202

	 
	Fax: (702)
 940-2207




if to Informal Committee and/or Consenting
 Noteholders:


in care of:



	 
	Ropes & Gray
	Houlihan
 Lokey Howard & Zukin Capital

	 
	One International
 Place
	685 Third
 Avenue

	 
	Boston,
 Massachusetts 02110
	New York,
 New York 10017

	 
	Telephone:
 617-951-7000
	Telephone:
 212-497-4100

	 
	Telecopier:
 617-951-7050
	Telecopier:
 212-661-3070

	 
	 
	 

	 
	Attn:
 Don DeAmicis, Esq.
	Attn:
 William H. Hardie







Notice given
 by personal delivery shall be effective upon delivery. Notice transmitted by overnight
 courier guaranteeing next-day delivery shall be effective on the next Business Day
 following timely delivery to such courier. Notice transmitted by telecopy shall
 be effective when receipt is acknowledged.





Section 12.4
    Amendments. This Agreement shall not be modified,
 amended or otherwise changed without the written agreement of (i) all of the Debtors,
 (ii) all of the Executives and (iii) Consenting Noteholders holding (or beneficially
 owning) an aggregate principal amount of Notes greater than 50% of the outstanding
 principal amount of Notes held by the Consenting Noteholders at the time of such
 amendment.





Section
 12.5    Enforcement. The parties hereby agree to jurisdiction
 of the Bankruptcy Court with respect to questions arising under this Agreement.





Section
 12.6    Headings. The table of contents and the headings
 at the beginning of the articles, sections and subsections of this Agreement are
 solely for the convenience of the parties and are not a part of this Agreement.





Section
 12.7    Counterparts. This Agreement may be executed in any
 number of counterparts, each of which shall be deemed an original, but all of which
 together shall constitute one and the same document.





Section
 12.8    Entire Agreement. This Agreement (including all Exhibits
 hereto) contains the entire understanding between the parties relating to its subject
 matter and supersedes all prior agreements, understandings, representations and
 statements, oral or written.


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Section
 12.9    Time Is of the Essence. Time is of the essence under this
 Agreement.





Section
 12.10   Effect of Termination of This Agreement. If this
 Agreement is terminated pursuant to Sections 11.1, 11.2 or 11.3, it shall be deemed
 null and void and of no further force and effect, provided all other remedies for
 any violation of this Agreement prior to such termination shall be preserved.





Section
 12.11   Jurisdiction; Waiver of Jury Trial. Each of the parties
 hereby irrevocably consents to the jurisdiction of the Bankruptcy Court prior to
 any dismissal of the Chapter 11 Cases to hear any dispute arising out of or related
 to this Agreement and the transactions contemplated hereby, whether in the nature
 of an adversary proceeding or a contested matter. Each party irrevocably waives
 any defense of forum nonconveniens in such action so long as it is brought in the
 Bankruptcy Court, also waives any argument that any such action is a non-core matter,
 and hereby consents such may be tried to, with final judgment entered by, the Bankruptcy
 Court, subject to any rights of appeal.


[REMAINDER OF PAGE INTENTIONALLY
 LEFT BLANK]


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IN WITNESS
 WHEREOF, the parties have caused this Agreement to be executed as of the date first
 above written.



	 
	
FITZGERALDS GAMING CORPORATION



	 
	By

	/s/
Philip D. Griffith



	 
	Its

	 

	 
	 

	


	 
	 
	 

	 
	
FITZGERALDS, INC.



	 
	By

	/s/ Philip D. Griffith



	 
	Its

	 

	 
	 

	


	 
	 
	 

	 
	
FITZGERALDS BLACK HAWK, INC.



	 
	By

	/s/ Philip D. Griffith



	 
	Its

	 
	 
	 

	


	 
	 
	 

	 
	
FITZGERALDS BLACK HAWK II, INC.



	 
	By

	/s/ Philip D. Griffith



	 
	Its

	 
	 
	 

	


	 
	 
	 

	 
	
FITZGERALDS LAS VEGAS, INC.



	 
	By

	/s/ Philip D. Griffith



	 
	Its

	 

	 
	 

	


	 
	 
	 

	 
	
FITZGERALDS MISSISSIPPI, INC.



	 
	By

	/s/ Philip D. Griffith



	 
	Its

	 

	 
	 

	





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Table of Contents




	 
	FITZGERALDS
 RENO, INC.



	 
	By

	/s/ Philip D. Griffith



	 
	Its

	 

	 
	 

	


	 
	 
	 

	 
	
FITZGERALDS SOUTH, INC.



	 
	By

	/s/ Philip D. Griffith



	 
	Its

	 

	 
	 

	


	 
	 
	 

	 
	
101 MAIN STREET LIMITED LIABILITY COMPANY



	 
	By

	/s/ Philip D. Griffith



	 
	Its

	 

	 
	 

	


	 
	 
	 

	 
	
FITZGERALDS FREMONT EXPERIENCE CORPORATION



	 
	By

	/s/ Philip D. Griffith



	 
	Its

	 

	 
	 

	





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	Principal
 Amt. of Notes

	 
	 
	 
	 
	

	Dated:__________
	 
	
PUTNAM
 INVESTMENT MANAGEMENT, INC.

	 
	 
	 
	 

	 
	 
	
On behalf of:

	 
	 
	 
	 

	 
	 
	
Putnam
 Funds Trust – Putnam High Yield Trust II

	 
	$
	3,170,000
	 

	 
	 
	
Putnam Funds Trust – Putnam High Yield Trust II

	 
	$
	5,660,000
	 

	 
	 
	
Putnam High Yield Advantage Fund

	 
	$
	16,855,000
	 

	 
	 
	
Putnam High Yield Trust

	 
	$
	15,195,000
	 

	 
	 
	
Putnam Variable Trust – Putnam VT Diversified Income Fund

	 
	$
	1,260,000
	 

	 
	 
	
Putnam Master Income Trust

	 
	$
	790,000
	 

	 
	 
	
Putnam Variable Trust-Putnam VT High Yield Fund

	 
	$
	4,630,000
	 

	 
	 
	
Putnam Premier Income Trust

	 
	$
	2,020,000
	 

	 
	 
	
Putnam Diversified Income Trust

	 
	$
	6,890,000
	 

	 
	 
	
Putnam Master Intermediate Income Trust

	 
	$
	1,460,000
	 

	 
	 
	
Putnam Strategic Income Fund

	 
	$
	380,000
	 

	 
	 
	
Putnam Managed High Yield Trust

	 
	$
	420,000
	 

	 
	 
	
Putnam High Income Convertible And Bond Fund

	 
	$
	190,000
	 

	 
	 
	
Putnam Convertible Opportunities And Income Trust

	 
	$
	160,000
	 

	 
	 
	
Putnam Asset Allocation Funds – Growth Portfolio

	 
	$
	650,000
	 

	 
	 
	
Putnam Variable Trust-Putnam VT Global Asset Allocation Fund

	 
	$
	140,000
	 

	 
	 
	
Putnam Asset Allocation Fund – Conservative Portfolio

	 
	$
	180,000
	 

	 
	 
	
Travelers Series Fund Inc. – Putnam Diversified Income Portfolio

	 
	$
	300,000
	 

	 
	 
	
Lincoln National Global Asset Allocation Fund, Inc.

	 
	$
	70,000
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	
By Authorized Signatory

	 
	 
	 
	 

	 
	 
	
Title: Senior Vice President

	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Dated:__________
	 
	
THE PUTNAM ADVISORY COMPANY, INC.

	 
	 
	 
	 

	 
	 
	
On behalf of:

	 
	 
	 
	 

	 
	 
	
Ameritech Pension Trust

	 
	$
	500,000
	 

	 
	 
	
Strategic Global Fund-High Yield Fixed Income (Putnam) Fund

	 
	$
	240,000
	 




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Abbott Laboratories Annuity Retirement Plan

	 
	$
	220,000
	 

	 
	 
	
Putnam World Trust II-Putnam High Yield Bond Fund (Dublin)

	 
	$
	45,000
	 

	 
	 
	
Putnam CBO I, Limited

	 
	$
	1,915,000
	 

	 
	 
	
Putnam CBO II, Limited

	 
	$
	3,000,000
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	
By Authorized Signatory

	 
	 
	 
	 

	 
	 
	
Title: Senior Vice President

	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Dated:__________
	 
	
PUTNAM FIDUCIARY TRUST COMPANY

	 
	 
	 
	 

	 
	 
	
On behalf of:

	 
	 
	 
	 

	 
	 
	
Putnam High Yield Managed Trust

	 
	$
	1,090,000
	 

	 
	 
	
Putnam High Yield Fixed Income Fund, LLC

	 
	$
	270,000
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	
By Authorized Signatory

	 
	 
	 
	 

	 
	 
	
Title: Senior Vice President

	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Dated:__________
	 
	

CONTRARIAN CAPITAL MANAGEMENT, L.L.C.

	 
	$
	57,069,000
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	
By Authorized Signatory

	 
	 
	 
	 

	 
	 
	
Its _________________________________

	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Dated:__________




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Table of Contents




	Dated:__________
	 
	
THE PRUDENTIAL SERIES FUND, INC.,

	 
	$
	2,375,000
	 

	 
	 
	
HIGH YIELD BOND PORTFOLIO, By Prudential Investment Corporation, as Investment Advisor

	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	
By Authorized Signatory

	 
	 
	 
	 

	 
	 
	
Its _________________________________

	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Dated:__________
	 
	
AVENUE INVESTMENTS, L.P.

	 
	$
	11,250,000
	 

	 
	 
	
By Avenue Partners, LLC, general partner

	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	
By _________________________________

	 
	 
	 
	 

	 
	 
	
Its _________________________________

	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Dated:__________
	 
	
AVENUE INTERNATIONAL, LTD.

	 
	$
	11,250,000
	 

	 
	 
	
By Avenue International Advisors, LLC, its agent

	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	
By _________________________________

	 
	 
	 
	 

	 
	 
	
Its _________________________________

	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Dated:__________
	 
	
AVENUE SPECIAL SITUATIONS FUND II, LP

	 
	$
	12,500,000
	 

	 
	 
	
By Avenue Capital Partners, II, LLC, general partner

	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	
By _________________________________

	 
	 
	 
	 

	 
	 
	
Its _________________________________

	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Dated:__________
	 
	
THE VARDE FUND IV-A, L.P.

	 
	$
	 4,500,000
	 

	 
	 
	
By Varde Partners, L.P., its general partner

	 
	 
	 
	 

	 
	 
	
By Varde Partners, Inc., its general partner

	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	
By Authorized Signatory

	 
	 
	 
	 

	 
	 
	
Its     Managing Director

	 
	 
	 
	 

	 
	 
	


	 
	 
	 
	 




51








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	Dated:__________
	 
	
THE VARDE FUND V, L.P.

	 
	$
	3,500,000
	 

	 
	 
	
By Varde Partners, L.P., its general partner

	 
	 
	 
	 

	 
	 
	
By Varde Partners, Inc., its general partner

	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	
By Authorized Signatory

	 
	 
	 
	 

	 
	 
	
Its _________________________________

	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Dated:__________
	 
	
THE VARDE SELECT FUND, L.P.

	 
	$
	 2,000,000
	 

	 
	 
	
By Varde Partners, L.P., its general partner

	 
	 
	 
	 

	 
	 
	
By Varde Partners, Inc., its general partner

	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	
By Authorized Signatory

	 
	 
	 
	 

	 
	 
	
Its _________________________________

	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Dated:__________
	 
	
JEFFERIES & CO., INC.

	 
	$
	6,899,998.39
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	
By Authorized Signatory

	 
	 
	 
	 

	 
	 
	
Its _________________________________

	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Dated:__________
	 
	
CREDIT SUISSE ASSET MANAGEMENT, LLC

	 
	$
	___________
	 

	 
	 
	
On Behalf of:

	 
	 
	 
	 

	 
	 
	
Alcan Corp. Master Retirement Trust

	 
	$
	___________
	 

	 
	 
	
Warburg Pincus Balanced Fund

	 
	$
	___________
	 

	 
	 
	
Diocese of Buffalo Priests Retirement Plan

	 
	$
	___________
	 

	 
	 
	
Diocese of Buffalo Lay Employees Plan

	 
	$
	___________
	 

	 
	 
	
Diocese of Buffalo Fixed

	 
	$
	___________
	 

	 
	 
	
Carnegie Mellon Fixed Income Fund

	 
	$
	___________
	 

	 
	 
	
Nestle USA

	 
	$
	___________
	 

	 
	 
	
Credit Suisse Asset Management Income Fund

	 
	$
	___________
	 

	 
	 	 
	
CREDIT SUISSE First Boston
International

	 
	$
	25,000,000
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	
/s/ Jeffrey D. Tuck

	 
	 
	 
	 

	 
	 
	
By: Jeffrey D. Tuck

	 
	 
	 
	 

	 
	 
	
Title: Vice President

	 
	 
	 
	 






52








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Sydney CSAM High Grade Bond Fund

	 
	$
	___________
	 

	 
	 
	
CSAM Investment Trust – US High Yield Series

	 
	$
	___________
	 

	 
	 
	
DLJ High Yield Bond Fund

	 
	$
	___________
	 

	 
	 
	
Public Employees Retirement System Of Idaho

	 
	$
	___________
	 

	 
	 
	
Northwestern University

	 
	$
	___________
	 

	 
	 
	
Warburg Pincus US Core Fixed Income Fund

	 
	$
	___________
	 

	 
	 
	
Saks Fifth Avenue Pension Plan

	 
	$
	___________
	 

	 
	 
	
SEI Institutional Managed Trust

	 
	$
	___________
	 

	 
	 
	
Multi-Style, Multi-Manager Funds

	 
	$
	___________
	 

	 
	 
	
The UCLA Foundation

	 
	$
	___________
	 

	 
	 
	
University Of Maryland

	 
	$
	___________
	 

	 
	 
	
Westmoreland County

	 
	$
	___________
	 

	 
	 
	
Warburg Pincus Fixed Income Fund

	 
	$
	___________
	 

	 
	 
	
Warburg Pincus Global Fixed Income Fund

	 
	$
	___________
	 

	 
	 
	
DLJ High Yield Bond Fund

	 
	$
	___________
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	
By _________________________________

	 
	 
	 
	 

	 
	 
	
Its _________________________________

	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 




SENIOR MANAGEMENT



	 
	 
	 
	
/s/ Philip D. Griffith

	 
	 
	 
	 

	 
	 
	 
	


	 
	 
	 
	 

	 
	Stock: _______
	 
	
Philip D. Griffith

	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	
/s/ Michael E. McPherson

	 
	 
	 
	 

	 
	 
	 
	


	 
	 
	 
	 

	 
	Stock: _______
	 
	
Michael E. McPherson

	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	
/s/ Max L. Page

	 
	 
	 
	 

	 
	 
	 
	


	 
	 
	 
	 

	 
	Stock: _______
	 
	
Max L. Page

	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	
/s/ Paul H. Manske

	 
	 
	 
	 

	 
	 
	 
	


	 
	 
	 
	 

	 
	Stock: _______
	 
	
Paul H. Manske

	 
	 
	 
	 




53








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EXHIBIT “1”

PROTOCOL MOTION


54








Table of Contents



EXHIBIT “2”

[FORM OF] ESCROW AGREEMENT FOR THE 

RETENTION AND SEVERANCE PAYMENT (SEE SECTION 7.2(b))


55








Table of Contents



EXHIBIT “3”

COMPENSATION MOTION


56








Table of Contents



EXHIBIT “4”

[FORM OF] LIQUIDATING TRUST AGREEMENT


57








Table of Contents



EXHIBIT “5”

[FORM OF] TRANSFEREE AGREEMENT


58








Table of Contents



EXHIBIT “6”

[FORM OF] LEGAL OPINION


59








Table of Contents



EXHIBIT “7”

SUBSIDIARIES



	1.
	Fitzgeralds Black Hawk, Inc.

	 
	 

	2.

	Fitzgeralds Black Hawk II, Inc.

	 
	 

	3.

	Fitzgeralds Las Vegas, Inc.

	 
	 

	4.

	Fitzgeralds Mississippi, Inc.

	 
	 

	5.
	Fitzgeralds Reno, Inc.

	 
	 

	6.

	Fitzgeralds South, Inc.

	 
	 

	7.

	101 Main Street, Limited Liability Company

	 
	 

	8.

	Fitzgeralds Incorporated

	 
	 

	9.

	Fitzgeralds Fremont Experience Corporation

	 
	 

	10.

	Fitzgeralds Arizona Management, Inc.

	 
	 

	11.

	Nevada Club

	 
	 

	12.

	Fitzgeralds Management Corporation

	 
	 

	13.

	Fitzgeralds Sugar
 Creek, Inc., a revoked Missouri corporation owned by Fitzgeralds Incorporated




60








Table of Contents



EXHIBIT “8”

AGREEMENT REGARDING USE OF CASH COLLATERAL


61








Table of Contents



EXHIBIT “9”

INTERIM FEE PROCEDURES MOTION AND ORDER


62








Table of Contents



SCHEDULE 2.3

LIENS



	Entity
	 
	Secured Creditor
	 
	Description of Collateral

	
	 
	
	 
	

	1.

	FGC

	 

	Foothill Capital Corporation

	 

	Pledge of FGC’s interest in FSI; pledge
 of FSI’s interest in FMI and FLVI; pledge of FLVI’s interest in FFEC; pledge of FI’s
 interest in FBHI membership interest in 101Main; security interest in certain real and
 personal property assets; trademark security interest in certain trademarks; copyright
 security interest in certain copyrights; deed of trust in all real and personal property
 assets; and a First Preferred Ship Mortgage on the whole of the Fitzgeralds Tunica.

	 
	 
	 
	 
	 
	 

	 
	 
	 
	Nevada State Bank
	 
	Letter of Credit ($164,000)

	 
	 
	 
	 
	 
	 

	2.

	FLVI

	 

	Foothill Capital Corporation

	 

	Pledge of FGC’s interest in
 FSI; pledge of FSI’s interest in FMI and FLVI; pledge of FLVI’s interest in
 FFEC; pledge of FI’s interest in FBHI membership interest in 101Main; security
 interest in certain real and personal property assets; trademark security interest in
 certain trademarks; copyright security interest in certain copyrights; deed of trust
 in all real and personal property assets; and a First Preferred Ship Mortgage on the
 whole of the Fitzgeralds Tunica.

	 
	 
	 
	 
	 
	 

	 
	 
	 
	Colonial Pacific Leasing
	 
	Purchase money security interest
 in computer equipment

	 
	 
	 
	 
	 
	 

	 
	 
	 
	IBM Credit Corporation
	 
	Purchase money security interest
 in certain equipment

	 
	 
	 
	 
	 
	 

	 
	 
	 
	CIT Group Equipment
	 
	Equipment Lease (Forklift)

	 
	 
	 
	 
	 
	 

	 
	 
	 
	NFTC Capital Corporation
	 
	Equipment Lease




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	Simplex

	 
	Equipment lease for time recorder and software

	 
	 
	 
	 
	 
	 

	3.

	FMI

	 
	Foothill Capital Corporation
	 
	Pledge of FGC’s interest
 in FSI; pledge of FSI’s interest in FMI and FLVI; pledge of FLVI’s interest in
 FFEC; pledge of FI’s interest in FBHI membership interest in 101Main; security
 interest in certain real and personal property assets; trademark security interest
 in certain trademarks; copyright security interest in certain copyrights; deed of
 trust in all real and personal property assets; and a First Preferred Ship Mortgage
 on the whole of the Fitzgeralds Tunica.

	 
	 
	 
	 
	 
	 

	 
	 
	 
	IBM Credit Corporation
	 
	Purchase money security interest
 in certain equipment

	 
	 
	 
	 
	 
	 

	 
	 
	 
	Colonial Pacific Leasing
	 
	Purchase money security interest
 in computer equipment

	 
	 
	 
	 
	 
	 

	 
	 
	 
	NTFC Capital Corp.
	 
	Equipment Lease

	 
	 
	 
	 
	 
	 

	 
	 
	 
	Northwest Carpets
	 
	Lien on all carpets

	 
	 
	 
	 
	 
	 

	4.

	101Main

	 
	Foothill Capital Corporation
	 
	Pledge of FGC’s interest
 in FSI; pledge of FSI’s interest in FMI and FLVI; pledge of FLVI’s interest in
 FFEC; pledge of FI’s interest in FBHI membership interest in 101Main; security
 interest in certain real and personal property assets; trademark security interest
 in certain trademarks; copyright security interest in certain copyrights; deed of
 trust in all real and personal property assets; and a First Preferred Ship




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	Mortgage on the whole of the Fitzgeralds Tunica.

	 
	 
	 
	 
	 
	 

	5.

	FRI

	 
	Foothill Capital Corporation
	 
	Pledge of FGC’s interest
 in FSI; pledge of FSI’s interest in FMI and FLVI; pledge of FLVI’s interest in
 FFEC; pledge of FI’s interest in FBHI membership interest in 101Main; security
 interest in certain real and personal property assets; trademark security interest
 in certain trademarks; copyright security interest in certain copyrights; deed of
 trust in all real and personal property assets; and a First Preferred Ship Mortgage
 on the whole of the Fitzgeralds Tunica.

	 
	 
	 
	 
	 
	 

	 
	 
	 
	IBM Credit Corporation
	 
	Purchase money security interest
 in certain equipment

	 
	 
	 
	 
	 
	 

	 
	 
	 
	Scout Development
	 
	Secured by real property (parking garage)

	 
	 
	 
	 
	 
	 

	 
	 
	 
	Young Electric Sign Co.
	 
	Purchase money security interest in signage

	 
	 
	 
	 
	 
	 

	 
	 
	 
	Ecolab

	 
	Leasing of Dishwashers




Any non-consensual lien in favor of
 governmental unit entitled to priority as a matter of applicable law, including
 any perpetual lien for property taxes, assessments or other charges.


65








Table of Contents



SCHEDULE 8.1

CLAIMS/INTERESTS



	1.

	Philip D. Griffith Employment
 Agreement dated June 28, 1999 w/all rights thereunder


	 
	 

	2.

	Indemnification Agreement
 dated July 14, 1995 between FGC and Philip D. Griffith

	 
	 

	3.

	Philip D. Griffith FGC Stock
 Ownership of Record (3,419,105); FGC Stock Options (100,000)


	 
	 

	4.

	Max Page Employment Agreement
 dated September 1, 1999 w/all rights thereunder

	 
	 

	5.

	Max Page FGC Stock Ownership
 of Record (123,565); FGC Stock Options (9,000)

	 
	 

	6.

	Michael E. McPherson Employment
 Agreement dated July 5, 1999 w/all rights thereunder


	 
	 

	7.

	Indemnification Agreement dated
 July 14, 1995 between FGC and Michael E. McPherson

	 
	 

	8.

	Michael E. McPherson FGC
 Stock Options (19,000)

	 
	 

	9.

	Paul H. Manske Employment Agreement
 dated September 1, 1999 w/all rights thereunder

	 
	 

	10.

	Paul H. Manske FGC Stock Ownership
 of Record (123,565); FGC Stock Options (19,000)

	 
	 

	11.

	Claims of Philip D. Griffith in
 respect of any actions respecting Missouri gaming licensing and gaming operation, including
 any claims of Philip D. Griffith against Fitzgeralds Sugar Creek, Inc., a revoked Missouri
 corporation in this regard

	 
	 

	12.

	Any possible claims that the Senior
 Management may have as officers and directors of the Debtors or non-Debtor affiliates under
 various state corporate laws for indemnification, contribution and subrogation




66








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For each of the Executives, any rights
 pursuant to any insurance policies including Directors and Officers Liability Insurance.



	Philip D. Griffith
	 
	PDG

	 
	(initials)

	 
	 
	
	 
	 

	Paul H. Manske
	 
	PHM

	 
	(initials)

	 
	 
	
	 
	 

	Max L. Page
	 
	MLP

	 
	(initials)

	 
	 
	
	 
	 

	Michael E. McPherson
	 
	MEM

	 
	(initials)

	 
	 
	
	 
	 




67







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EXHIBIT 00002









Table of Contents


AMENDED AND RESTATED AGREEMENT

REGARDING PRE-NEGOTIATED

RESTRUCTURING


FITZGERALDS GAMING CORPORATION

FITZGERALDS BLACK HAWK, INC.

FITZGERALDS BLACK HAWK II, INC.

FITZGERALDS LAS VEGAS, INC.

FITZGERALDS MISSISSIPPI, INC.

FITZGERALDS RENO, INC.

FITZGERALDS SOUTH, INC.

101 MAIN STREET, Limited Liability CompanyLIMITED LIABILITY COMPANY

FITZGERALDS INCORPORATED

FITZGERALDS FREMONT EXPERIENCE CORPORATION


and


Philip D. Griffith

Michael E. McPherson

Max L. Page

Paul H. Manske


and


MEMBERS OF INFORMAL COMMITTEE OF HOLDERS OF

12.25% SENIOR SECURED NOTES DUE 2004


Dated as of December 1, 2000










Table of Contents


TABLE OF CONTENTS



	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	Page	 
	 	 	
RECITALS	 	 	 	 	1	 
	 	 	
AGREEMENT	 	 	 	 	2	 
	Article I  Definitions	 	 	2	 
	Article II  General Terms of Restructuring	 	 	1110	 
	 	 	
Section 2.1
	 	General
	 	 	11	 
	 	 	
Section 2.2
	 	Acknowledgment of Obligations
	 	 	11	 
	 	 	
Section 2.3
	 	Acknowledgment of Security Interests
	 	 	1211	 
	 	 	
Section 2.4
	 	Acknowledgement of Binding Effect of Documents
	 	 	12	 
	 	 	
Section 2.5
	 	No Other Waivers; Reservations of Rights
	 	 	12	 
	Article III  Liquidation of Operating Companies and the Chapter 11 Cases	 	 	1312	 
	 	 	
Section 3.1
	 	Sales of Operating Companies and Commencement of Chapter 11 Cases
	 	 	13	 
	 	 	
Section 3.2
	 	Sale Negotiations
	 	 	14	 
	 	 	
Section 3.3
	 	Certain Agreements to Cooperate and Other Rights Respecting
Claims Purportedly Owned by Fitzgeralds Sugar Creek, Inc.
	 	 	14	 
	 	 	
Section 3.4
	 	Forbearance by Consenting Noteholders and the Indenture Trustee
	 	 	14	 
	 	 	
Section 3.5
	 	Consenting Noteholder Representation
	 	 	15	 
	 	 	
Section 3.6
	 	Treatment of FGC Equity Interests
	 	 	15	 
	 	 	
Section 3.7
	 	Treatment of Subsidiary Equity Interests
	 	 	15	 
	 	 	
Section 3.8
	 	Pre-Petition Cash Distribution to Certain Unsecured Creditors
	 	 	15	 
	 	 	
Section 3.9
	 	Treatment of the Foothill Claim
	 	 	16	 
	Article IV  Treatment of Noteholder Claims	 	 	1716	 
	 	 	
Section 4.1
	 	Pre-Petition Cash Distribution
	 	 	1716	 
	 	 	
Section 4.2
	 	Excess Cash Distributions
	 	 	17	 
	 	 	
Section 4.3
	 	Distribution of Sale Proceeds
	 	 	17	 
	Article V  Senior Management Incentive Program	 	 	18	 
	 	 	
Section 5.1
	 	Senior Management Role
	 	 	18	 
	 	 	
Section 5.2
	 	Cash Distribution Incentive
	 	 	18	 
	 	 	
Section 5.3
	 	Senior Management’s Ownership of Nevada Purchase Notes
	 	 	2120	 
	 	 	
Section 5.4
	 	Retention and Severance
	 	 	2120	 
	 	 	
Section 5.5
	 	Certain Agreement with Senior Management
	 	 	2221	 
	 	 	
Section 5.6
	 	Senior Management Employment Agreements and Compensation
	 	 	2322	 
	 	 	
Section 5.7
	 	Bankruptcy Court Approval
	 	 	23	 
	 	 	
Section 5.8
	 	Agreement to Waive Claims by Senior Management
	 	 	24	 
	 	 	
Section 5.9
	 	Replacement of Executives
	 	 	2425	 
	 	 	
Section 5.10
	 	Waiver of all FSI Warrants
	 	 	25	 
	Article VI Liquidating Trust	 	 	25	 
	Article VII  Lockup and Restrictions on Transfer of Notes	 	 	25	 
	 	 	
Section 7.1
	 	Reserved
	 	 	2526	 
	 	 	
Section 7.2
	 	Restrictions On Transfer of Notes, Claims and Interests
	 	 	2526	 
	Article VIII  Representations and Warranties	 	 	27	 










Table of Contents



	 	 	 	 	 	 	 	 	 
	 	 	
Section 8.1
	 	Senior Management
	 	 	27	 
	 	 	
Section 8.2
	 	Debtors and Senior Management
	 	 	28	 
	Article IX  Bankruptcy Process	 	 	30	 
	 	 	
Section 9.1
	 	Bankruptcy Filing
	 	 	30	 
	 	 	
Section 9.2
	 	Support of Agreement and Restructuring
	 	 	31	 
	 	 	
Section 9.3
	 	No Improper Solicitation
	 	 	33	 
	 	 	
Section 9.4
	 	Official Noteholder Committee
	 	 	33	 
	 	 	
Section 9.5
	 	Debtors’ Professionals
	 	 	33	 
	Article X  Conduct of Business	 	 	34	 
	 	 	
Section 10.1
	 	Conduct of Business
	 	 	34	 
	 	 	
Section 10.2
	 	Capital Expenditures
	 	 	3536	 
	Article XI  Conditions Subsequent, Defaults and Remedies	 	 	36	 
	 	 	
Section 11.1
	 	Debtors’ Right to Terminate Agreement Upon Condition Subsequent
	 	 	36	 
	 	 	
Section 11.2
	 	Consenting Noteholders Right to Terminate Agreement Upon
Condition Subsequent
	 	 	36	 
	 	 	
Section 11.3
	 	Consenting Noteholders Right to Terminate Agreement Upon
Condition Subsequent
	 	 	36	 
	 	 	
Section 11.4
	 	Senior Management’s Right to Terminate Agreement Upon
Condition Subsequent
	 	 	37	 
	 	 	
Section 11.5
	 	Consenting Noteholder Default
	 	 	38	 
	 	 	
Section 11.6
	 	Remedies in the Event of a Consenting Noteholder Default
	 	 	38	 
	 	 	
Section 11.7
	 	Debtors’ Default
	 	 	39	 
	 	 	
Section 11.8
	 	Remedies in the Event of a Debtors’ Default
	 	 	39	 
	 	 	
Section 11.9
	 	Senior Management Default
	 	 	40	 
	 	 	
Section 11.10
	 	Remedies in the Event of a Senior Management Default
	 	 	40	 
	 	 	
Section 11.11
	 	Limitation on Right To Terminate Agreement By the Debtors’
or Senior Managements’ Default
	 	 	41	 
	 	 	
Section 11.12
	 	Limitation on Right To Terminate Agreement By the Debtors’
or Senior Managements’ Default
	 	 	42	 
	Article XII Miscellaneous	 	 	43	 
	 	 	
Section 12.1
	 	Successors and Assigns
	 	 	43	 
	 	 	
Section 12.2
	 	Article XIII Settlement; Release
	 	 	43	 
	 	 	
Section 13.1
	 	Settlement
	 	 	43	 
	 	 	
Section 12.3
	 	Section 13.2 Notices
	 	 	44	 
	 	 	
Section 12.4
	 	Section 13.3Amendments
	 	 	45	 
	 	 	
Section 12.5
	 	Section 13.4Applicable Law
	 	 	45	 
	 	 	
Section 12.6
	 	Section 13.5 Headings
	 	 	45	 
	 	 	
Section 12.7
	 	Section 13.6Counterparts
	 	 	4645	 
	 	 	
Section 12.8
	 	Section 13.7Entire Agreement
	 	 	4645	 
	 	 	
Section 12.9
	 	Section 13.8Time is of the Essence
	 	 	46	 
	 	 	
Section 13.9
	 	Extension of Senior Management’s Employment
	 	 	46	 
	 	 	
Section 12.10
	 	Section 13.10 Effect of Termination of This Agreement
	 	 	46	 
	 	 	
Section 12.11
	 	Section 13.11 Jurisdiction; Choice of Law; Waiver of Jury Trial
	 	 	46	 



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EXHIBIT LIST


EXHIBITS TO

AGREEMENT REGARDING PRE-NEGOTIATED RESTRUCTURING



	 	 	 
	Exhibit “1”	 	
Protocol Motion
	Exhibit “2”	 	
Form of Escrow Agreement
Exhibit “2” Form of Escrow Agreement for the Retention
and Severance Payment
(See Section 7.2(b))
	Exhibit “3”	 	
Compensation Motion
	Exhibit “4”	 	
Form of Liquidating Trust Agreement
	Exhibit “5”	 	
Form of Transferee Agreement
	Exhibit “6”	 	
Form of Legal Opinion
	Exhibit “7”	 	
List of Subsidiaries
	Exhibit “8”	 	
Agreement Regarding Use of Cash Collateral
	Exhibit “9”	 	
Interim Fee Procedures Motion and Order
	Schedule 2.3	 	
Liens
	Schedule 8.1	 	
Claims/Interests




iii






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     This RESTRUCTURING AGREEMENTSubject to entry of a Final Order by the
Bankruptcy Court, this Restated And Amended Agreement Regarding Pre-Negotiated
Restructuring (this “Agreement”) is (i) effective December 1, 2000 (ii) amends
that certain Agreement Regarding Pre-Negotiated Restructuring dated as of
December 1, 2000 (thisand “Agreement”
(iii) is entered into by and among
Fitzgeralds Gaming Corporation, a Nevada corporation (“FGC”) and the following
Subsidiaries; Fitzgeralds Mississippi, Inc. a Mississippi corporation, (“FMI”),
101 Main Street, Limited Liability Company, a Colorado limited-liability
company (“101 Main”), Fitzgeralds Reno, Inc., a Nevada corporation (“FRI”) and
Fitzgeralds Las Vegas, Inc., a Nevada corporation (“FLVI” collectively with
FMI, 101 Main and FRI, the “Operating Companies”), Fitzgeralds Black Hawk, Inc.
(“FBHI”) a Nevada corporation, Fitzgeralds Black Hawk II, Inc. (“FBHII”), a
Colorado corporation, Fitzgeralds Fremont Experience Corporation, a Nevada
corporation (“FFEC”), Fitzgeralds South, Inc. (“FSI”), a Nevada corporation,
Fitzgeralds Incorporated, a Nevada corporation (“FI” and collectively with FGC,
FBHI, FBHII, FFEC and FSI and the Operating Companies, the “Debtors”) and
Philip D. Griffith, Michael E. McPherson, Paul H. Manske and Max L. Page (each
an “Executive” and collectively, “Senior Management”), and with various funds
and accounts advised by affiliates of Putnam Investment Management, Inc., The
Putnam Advisory Company and Putnam Fiduciary Trust Company identified
specifically on the signature pages hereto (collectively, “Putnam”), Morgan
Stanley Dean Witter High Yield Securities, Inc., Morgan Stanley Dean Witter
High Income Advantage Trust, and Morgan Stanley Dean Witter High Income
Advantage Trust II, Morgan Stanley Dean Witter High Income Advantage III,
Morgan Stanley Dean Witter Variable Investment Series High Yield Portfolio,
Morgan Stanley Dean Witter Diversified Income Trust, and Morgan Stanley Dean
Witter Select Dimensions Investment Series-The Diversified Income Portfolio
(collectively, “MSDW”), various affiliates of Contrarian Capital Management,
L.L.C. and Contrarian Capital Advisors, L.L.C. (collectively, “Contrarian”),
Prudential High Yield Fund Inc. and The Prudential Series Fund Inc., High Yield
Bond Portfolio (collectively, “Prudential”), The Varde Fund, L.P., The Varde
Fund IV-A, L.P., The Varde Fund V, L.P. and The Varde Select Fund, L.P., Credit
Suisse First Boston International.


RECITALS


     WHEREAS, pursuant to that certain Indenture dated as of December 31, 1997,
(the “Indenture”) by and among FGC as obligor; the Operating Companies, FSI,
FI, FBHI, FFEC and FBHII as guarantors (the “Guarantors”); and The Bank of New
York, a New York banking corporation, and any successor in interest (the
“Indenture Trustee”), as trustee thereunder, FGC has issued $205,000,000
principal amount of its 12.25% Senior Secured Notes due 2004 (the “Notes”); and


     WHEREAS, FGC is currently in default of certain of its obligations with
respect to the Notes including, among other things, its failure to make
interest payments due thereunder on June 15, 1999, December 15, 1999 and June
15, 2000, which failures constitute “Events of Default” under the Indenture;
and


     WHEREAS, the Debtors, Senior Management and the Consenting Noteholders
believe that the fair market value of the real and personal property securing
the Notes is less than the total outstanding principal and interest due under
the Notes, and that the fair market value of Debtors’


1






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real and personal property not securing the Notes is less than the amount of
the unsecured deficiency claim of the Noteholders; and


     WHEREAS, the parties’ primary objective in this restructuring is to
maximize the value of the Noteholders’ recoveries in as much as the obligations
owed by the Debtors to the Noteholders constitute in excess of 90% of the
Debtors’ liabilities, and the parties’ desire to obtain this objective through
an expeditious and orderly sale of the Operating Companies as going concerns by
asset and/or stock sales and the distribution of the net proceeds therefrom;
and


     WHEREAS, the Consenting Noteholders and the Debtors are desirous of
maintaining the stability of operations and gaming licensing during the sale of
the stock and/or assets of the Operating Companies, and have determined that it
is important to retain Senior Management; each Executive has advised the
Consenting Noteholders and the Debtors that, subject to the conditions set
forth in this Agreement, each Executive is prepared to remain in such employ
and forego alternative employment opportunities in favor of remaining with the
Debtors through the Liquidation Date and the Cash Distribution Incentive and
Retention Payment have been developed and negotiated (and as incorporated in
the Chapter 11 Senior Management Retention and Severance Program entered into
by Debtors and Senior Management) to provide an incentive for Senior Management
to remain with the Debtors, thereby enhancing the probability that maximum sale
proceeds will be realized from the sale of the assets (or the stock) of the
Operating Companies and the sale of the remaining assets of FGC in an
expeditious manner.


     WHEREAS, certain of the Executives are licensed under gaming laws and
regulations applicable to the Debtors and own a substantial portion of Existing
Common Stock.


AGREEMENT


     NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Debtors, Senior Management and where applicable, each of the
Executives and the Consenting Noteholders (severally and neither jointly nor
jointly and severally) hereby covenant and agree as follows:


Article I

Definitions


     For purposes of this Agreement, the following capitalized terms shall have
the following meanings:


     “101 Main” has the same meaning as set forth in the Preamble to this
Agreement, and is a wholly owned subsidiary of FBHII.


     “363 Motion” means each motion(s) filed by one or more of the Debtors
seeking an order authorizing the sale of the assets of one or more Operating
Companies, or the stock of such companies, free and clear of Liens pursuant to
Section 363 of the Bankruptcy Code and the assignment (and in some cases the
assumption) of certain assumed executory contracts and


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unexpired leases pursuant to Section 365 of the Bankruptcy Code, as set forth
in the Protocol Motion.


     “Affiliate” has the same meaning as the term “affiliate” in the Indenture.


     “Agreement” means this Amended and Restated Agreement Regarding
Pre-Negotiated Restructuring Agreement.


     “Article” means an Article of this Agreement, unless the context otherwise
indicates.


     “Bankruptcy Code” means the Bankruptcy Reform Act of 1978, Title 11,
United States Code, as now in effect or hereafter amended, 11 U.S.C. §§ 101 et
seq.


     “Bankruptcy Court” means the United States Bankruptcy Court for the
District of Nevada, Northern Division.


     “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure,
promulgated pursuant to 28 U.S.C. § 2075 and the Local Rules of Practice of the
United States Bankruptcy Court, District of Nevada as applicable from time to
time during the Chapter 11 Cases.


     “Beneficial Owner” has the meaning set forth in Section 7.2.


     “Best Rejected Offer” means with respect to the assets (or the stock) of
each Operating Company, the Rejected Offer with the highest proposed purchase
price.


     “Bonus Formula” has the meaning set forth in Section 5.6.


     “Business Day” means any day except Saturday, Sunday, or a day in which
commercial banks in the state of Nevada or state of New York are authorized or
required by law to close.


     “Cash Collateral Stipulation” has the meaning set forth in Section 9.1.


     “Cash Distribution Incentive” has the meaning set forth in Section 5.2.


     “Chapter 11 Cases” has the meaning set forth in Article II.


     “Compensation Motion” has the meaning set forth in Section 5.7.


     “Confirmation Date” means the date upon which the Bankruptcy Court enters
its order confirming the Plan for FGC.


     “Consenting Noteholders” means, collectively, (i) Putnam, MSDW, Contrarian
and Prudential, (ii) any Transferees to whom a transfer of any Notes has been
effected by any Consenting Noteholder after the date hereof and (iii) any
Noteholders that are Affiliates of any Transferees.


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     “Contrarian” has the meaning set forth in the Preamble to this Agreement.


     “Court Approval Date” has the meaning set forth in Section 5.2.


     “Debtors” has the meaning set forth in the Preamble to this Agreement.


     “Debtors’ Professionals” means Gordon & Silver, Ltd., KPMG, LLP, Arthur
Andersen, LLP, Hughes, Hubbard and Reed, Deloitte & Touche LLP and such other
professionals retained by the Debtors to advise and represent them in the
Restructuring and in the Chapter 11 Cases.


     “Deemed Sales Prices” means the sales price at which the assets (or stock)
of each Operating Company are ultimately sold, including a credit bid by the
Indenture Trustee; provided, however, that if a bid for the assets or stock of
any Operating Company made at any auction is not accepted by the Indenture
Trustee and the auction is terminated, the last bid before such auction was
terminated shall be the Deemed Sales Price of such Operating Company.


     “Default Date” has the meaning set forth in Section 5.2.


     “Default Extension Period” with respect to each Operating Company shall be
a period of three months plus the time to obtain Bankruptcy Court and gaming
regulatory approvals of a new sale transaction.


     “Delay Extension Period” has the meaning set forth in Section 5.2.


     “Discount Rate” has the meaning set forth in Section 5.2.


     “Distributable Cash” means the sum of: (a) all Excess Cash Distributions
paid to the Indenture Trustee; (b) net cash and non-cash consideration received
by the Indenture Trustee or the beneficiaries of the Liquidating Trust from the
sales of assets (or stock) of Operating Companies and the Deemed Sales Price
(without duplication); (c) all Purchase Notes received by the Debtors; (d) the
Nevada Purchase Notes received by the Debtors; (e) the proceeds of the Net
Residual Assets; (f) the amount of the Retention Payment; (g) the amount paid
to Houlihan Lokey by FGC and/or the other Debtors in excess of $600,000.00; (h)
the sum of each Higher Offer Amount; and (i) the Deemed Sales Price to the
extent not included in subpart (b) of this paragraph. No component of
Distributable Cash shall be reduced by the Cash Distribution Incentive
payment(s) when determining Distributable Cash.


     “Distribution Date” has the meaning set forth in Section 5.2.


     “Definitive Purchase and Sale Agreement” has the meaning set forth in
Section 3.1(a).


     “Effective Date” means the later of the first Business Day following the
closing date of the sale of the last of the assets (or stock) of the Operating
Companies or the first Business Day that is at least eleven calendar days after
the Confirmation Date of the FGC Plan.


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     “Events of Default” as used in the Recitals and Article II of this
Agreement shall have the meaning provided in the Indenture.


     “Excess Cash” means $13,000,000 distributed pursuant to Section 4.1 of
this Agreement and, with respect to any applicable period after the Petition
Date, all cash and all cash equivalents held by the Debtors (excluding
Restricted Cash and the Retention Payment to the extent not included in the
definition of Restricted Cash) in excess of
$15,000,000.00 16,500,000.00 (or
$15,000,000 once Fitzgeralds Reno is the subject of a Definitive Purchase and
Sale Agreement) plus the applicable Purchase Agreement Cash Reserve plus the
amount of any bid protection (i.e. Breakup fee) or expense reimbursement then
pending in an application or stated in an order therefore .


     “Excess Cash Distributions” has the meaning set forth in Section 4.2.


     “Executive” has the meaning set forth in the Preamble to this Agreement.


     “Executive Claims/Interests” has the meaning set forth in Section 7.2.


     “Executive Payment” has the meaning set forth in Section 5.5.


     “Existing Common Stock” means all the outstanding and existing common
stock and related options and warrants (if any) of FGC.


     “Existing Preferred Stock” means all of the outstanding and existing
preferred stock of FGC and related options and warrants, including the
cumulative redeemable preferred stock of FGC issued pursuant to a Certificate
of Designation of Preferences and Rights dated the 8th day of December 1995.


     “Extended Transactions” has the meaning set forth in Section 5.2.


     “FBHI” has the same meaning set forth in the Preamble to this Agreement,
and is a wholly owned subsidiary of FI.


     “FBHII” has the same meaning set forth in the Preamble to this Agreement,
and is a wholly owned subsidiary of FBHI.


     “FFEC” has the meaning set forth in the Preamble of this Agreement, and is
a wholly owned subsidiary of FLVI.


     “FI” has the same meaning set forth in the Preamble to this Agreement, and
is a wholly owned subsidiary of FGC.


     “FLVI” has the same meaning set forth in the Preamble to this Agreement,
and is a wholly owned subsidiary of FSI.


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     “FAMI” has the same meaning set forth in Section 5.8 and is a Non-Debtor
Affiliate.


     “Final Order” means an order, judgment or other decree of the Bankruptcy
Court which has not been appealed, vacated, reversed, modified or amended or
stayed, and for which the time to appeal or seek review or rehearing has
expired.


     “FM” has the same meaning set forth in Section 5.8 and is a non-Debtor
Affiliate.


     “FMI” has the same meaning set forth in the Preamble to this Agreement,
and is a wholly owned subsidiary of FSI.


     “FRI” has the same meaning set forth in the Preamble to this Agreement,
and is a wholly owned subsidiary of FGC.


     “FSI” has the meaning set forth in the Preamble to this Agreement, and is
a wholly owned subsidiary of FGC.


     “Fitzgeralds Black Hawk” means the assets comprising the Fitzgeralds Black
Hawk Casino owned and operated by 101 Main.


     “Fitzgeralds Las Vegas” means the assets comprising the Fitzgeralds Las
Vegas Hotel and Casino owned and operated by FLVI.


     “Fitzgeralds Reno” means the assets comprising the Fitzgeralds Reno Hotel
and Casino owned and operated by FRI.


     “Fitzgeralds Tunica” means the assets comprising the Fitzgeralds Tunica
Hotel and Casino owned and operated by FMI.


     “Foothill” means Foothill Capital Corporation, a California corporation.


     “FSI Warrants” means any warrants to purchase shares of common stock of
FSI, formally known as Fitzgeralds Gaming Corporation, issued in connection
with the issuance of $36,000,000 in aggregate amount of Senior Secured Notes in
February 1994.


     “Guarantors” has the meaning set forth in the Recitals to this Agreement.


     “Higher Offer Amount” means with respect to the assets or stock of each
Operating Company, the difference between: (a) the Best Rejected Offer; and
(b) the Deemed Sales Price; provided, however, if (a) is less than (b), the
Higher Offer Amount shall be deemed to equal zero. For purposes of calculating
the Higher Offer Amount, the assets (or stock) of any Operating Company, which
remain unsold as of the Liquidation Date, shall have a Deemed Sales Price of
zero only if there was no bid at the auction other than the credit bid of the
Indenture Trustee.


     “Houlihan Lokey” means Houlihan Lokey Howard Zukin Capital.


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     “Indenture” has the meaning set forth in the Recitals to this Agreement.


     “Indenture Trustee” has the meaning set forth in the Recitals to this
Agreement.


     “Informal Committee” means the informal committee of Noteholders comprised
of Consenting Noteholders signatory hereto.


     “Informal Committee Professionals” means Ropes & Gray and Houlihan Lokey
and such other professionals retained by the Informal Committee from time to
time.


     “Interim Fee Procedures Motion and Order” has the meaning set forth in
Sections 9.4 and 9.5.


     “Legal Opinion” has the meaning set forth in Section 7.2.


     “Leveraged Offer(s)” means any offer to acquire one or both of the Nevada
Properties, which among other things, is conditioned upon the applicable
selling Debtor accepting a Nevada Purchase Note(s) as consideration.


     “Lien” has the meaning set forth in Section 101(37) of the Bankruptcy
Code.


     “Liquidating Trust” has the meaning set forth in Article VI of this
Agreement.


     “Liquidation Date” means the date on which is the latersale of:(a)
December 31, 2001; (b) the termination of the last Delay Extension Period; and
(c) the terminationOperating Company is consummated and all of the last Default
Extension PeriodResidual Assets have been transferred to the Liquidating Trust.


     “Minimum Spread” means an amount equal to 500 basis points plus the
product of 20 basis points times the difference between 25% and the percentage
of shareholders’ equity as a portion of total financing debt and equity
capitalization of the Buyer on the closing date of the sale.


     “Motions” means individually and collectively the Protocol Motion,
Compensation Motion, 363 Motion, Motion to Approve the Cash Collateral
Stipulation and the Interim Fee Procedures Motion.


     “MSDW” has the meaning set forth in the Preamble to this Agreement.


     “Net Distributable Cash” means cash and non-cash consideration available
for distribution to the Indenture Trustee (and the Noteholders) and shall equal
the Distributable Cash less the sum of: (a) the Cash Distribution Incentive
payments; (b) the Retention Payment; (c) the amount paid to Houlihan Lokey by
FGC and/or the other Debtors in excess of $600,000.00; and (d) to the extent
any Higher Offer Amounts greater than zero are included in Distributable Cash,
the sum of each such Higher Offer Amount and the portion of value ultimately
realized from the sale of the



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assets (or stock) of each individual unsold Operating Company to which each
such individual Higher Offer Amount relates.


     “Net Residual Assets” means an amount equal to the difference between:
(a) the Residual Assets, minus (b) the Tail Liability.


     “Nevada Club, Inc.” has the meaning set forth in Section 5.8 and is a
wholly owned subsidiary of FGC and a Non-Debtor Affiliate.


     “Nevada Properties” means Fitzgeralds Las Vegas and Fitzgeralds Reno and
“Nevada Property” means either of the Nevada Properties.


     “Nevada Purchase Note(s)” means a note issued (or to be issued) by a
purchaser in connection with the acquisition of one or both of the Nevada
Properties. Each Nevada Purchase Note shall have terms, which are no less
favorable to the Debtors than the Nevada Purchase Note Terms.


     “Nevada Purchase Note Terms” means in respect of a Nevada Purchase Note:
(a) securing the obligations under such Nevada Purchase Note with a first
priority lien, mortgage and security interest on all assets of the Operating
Company having been sold in respect of that Nevada Purchase Note; (b) a
maturity date (without acceleration) of the principal of all interest on such
Nevada Purchase Note not later than the sixth anniversary of its making; (c)
representations, warranties, defaults and restrictive covenants on operation
and financing activities of the maker that are customary for senior secured
indebtedness in the gaming industry; (d) a principal amount that does not
exceed 85% of the purchase price for such Operating Company; (e) interest
payable in cash not less than semi-annually; and (f) an interest rate not less
than the sum of the Minimum Spread plus the interest rate on U.S. Treasury
Notes as of the date of the closing with the same maturity date as such Nevada
Purchase Note.


     “Non-Debtor Affiliates” has the meaning set forth in Section 5.8.


     “Noteholders” means any beneficial holder of Notes.


     “Notes” has the meaning set forth in the Recitals to this Agreement.


     “Official Noteholder Committee” means an official committee as provided
for by Section 1102(a)(1) of the Bankruptcy Code, the majority of members of
which are Consenting Noteholders.


     “Operating Cash” shall mean, with respect to the Operating Companies as a
group, cash and cash equivalents (exclusive of Restricted Cash) in the total
amount of $13 million. With respect to each individual Operating Company,
Operating Cash shall mean cash and cash equivalents (exclusive of Restricted
Cash) in the following amounts: FRI — $3 million; 101 Main — $2.5 million; FLVI
- $3.5 million; and FMI $4 million.


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     “Operating Companies” has the meaning set forth in the Preamble to this
Agreement and “Operating Company” means any of the Operating Companies.


     “Operating Pleadings” has the same meaning set forth in Section 9.1.


     “Petition Date” means the date that the Debtors file their petitions under
Chapter 11 with the Bankruptcy Court.


     “Petition Pleadings” has the meaning set forth in Section 9.1.


     “Pre-Petition Cash Distribution” has the meaning set forth in Section 4.1.


     “Pre-Petition Unsecured Payment” has the meaning set forth in Section 3.8.


     “Properties” means, collectively, Fitzgeralds Black Hawk, Fitzgeralds Las
Vegas, Fitzgeralds Reno and Fitzgeralds Tunica. “Property” means any of the
Properties.


     “Plan” means plan(s) of reorganization to be proposed by the Debtors on
terms consistent and in accordance with this Agreement, which plan(s) are in
form and substance reasonably acceptable to the Consenting Noteholders.


     “Protocol Motion” means the Motion for Order Approving Procedures for Sale
of Assets Free and Clear of Liens, Claims and Interest and Assumption and
Assignment of Certain Executory Contracts and Unexpired Leases, in
substantially the form attached hereto as Exhibit “1,” to be filed on the
Petition Date for the purposes of establishing the procedures by which sales of
Operating Companies shall be documented, advertised and brought before the
Bankruptcy Court for approval, as such procedure may be amended from time to
time.


     “Prudential” has the meaning set forth in the Preamble to this Agreement.


     “Purchase Agreement Cash Reserve” means, at all times when the Debtors are
party to definitive purchase agreementsDefinitive Purchase and Sale Agreements
for a number of Operating Companies listed below, the amount in the following
chart:





	 	 	 	 	 
	# of Operating Companies	 	 	 	 
	Under P & S Contracts	 	Amount
	
	 	

	$0
	 		$0	 
	1
	 	 	$3,000,000$0	 
	2
	 		$4,000,000	 
	3
	 		$5,000,000	 
	4
	 		$7,500,000	 



     “Purchase Note(s)” means a note issued (or to be issued) by a purchaser in
favor of FMI or 101 Main (or both as the case may be) in connection with the
acquisition of Fitzgeralds Black Hawk and/or Fitzgeralds Tunica.


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     “Putnam” has the meaning set forth in the Preamble to this Agreement.


     “Qualified Offer” means a cash offer with respect to Fitzgeralds Black
Hawk and Fitzgeralds Tunica, and means either a cash offer or a Leveraged Offer
with respect to either Fitzgeralds Las Vegas or Fitzgeralds Reno. Such
offer(s) shall be from a party that more likely than not can close the proposed
transaction, including obtaining any necessary financing (excluding any
financing which consists of a Nevada Purchase Note) and required licensing
approvals, and shall contain substantially all of the non-financial material
terms and conditions contained in the Purchase and Sale Agreement attached as
Exhibit “2” to the Protocol Motion.


     “Rejected Offer” means any Qualified Offer (excluding any Leveraged Offer
made by any Executive or his Affiliates) received for the assets (or the stock)
of any of the Operating Companies of which FGC recommends the acceptance, but
which the Informal Committee (or the Official Noteholder Committee, as the case
may be) or Indenture Trustee elects to reject.


     “Residual Assets” means, without duplication of any other component of
Distributable Cash, all tangible and intangible assets belonging to the Debtors
and to the Liquidating Trust which, as of the Liquidation Date, are not a
Purchase Note(s), Nevada Purchase Note(s) or operating assets (or stock) of any
Operating Company that has not been sold.


     “Restricted Cash” means cash which, in accordance with generally accepted
accounting principles (“GAAP”) consistently applied, is properly classified on
the balance sheet of FGC and/or any of its subsidiaries as “restricted.” The
$2,400,000.00 placed in escrow for the Retention Payment and/or any unfunded
portion thereof shall automatically be considered Restricted Cash
notwithstanding requirements pursuant to GAAP to classify such amounts
otherwise.


     “Restructuring” has the meaning set forth in Article II.


     “Retention Payment” has the meaning set forth in Section 5.4.


     “Section” means a Section of this Agreement unless the context otherwise
indicates.


     “Security Documents” as used in Article II of this Agreement shall have
the meaning provided in the Indenture.


     “Senior Management” has the meaning set forth in the Preamble to this
Agreement.


     “Senior Management Affiliate” has the meaning set forth in Section 10.1.


     “Senior Management Incentive Program” means the Cash Distribution
Incentive and Retention Payment payable to Senior Management as set forth in
Article V and the Executive Payment.


     “Subject Parties” has the meaning set forth in Section 7.2.


     “Successors” has the meaning set forth in Section 7.2.


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     “Subsidiaries” means FRI, 101 Main, FMI, FI, FSI, FBHI, FBHII, FFEC and
FLVI.


     “Tail Liability” is any liability (excluding the Notes) of any of the
Debtors not assumed in connection with a purchase of the assets or the stock of
the Operating Companies.


     “Transfer” has the meaning set forth in Section 7.2.


     “Transferee” has the meaning set forth in Section 7.2 of this Agreement.


     “Transferee Agreement” has the meaning set forth in Section 7.2.


     “Transferor” has the meaning set forth in Section 7.2.


     “Unsecured Debt Cap” has the meaning set forth in Section 3.8.


     “UST” means the Office of the United States Trustee.


     “Wind-up Period” has the meaning set forth in Section 5.6.


Article II

General Terms of Restructuring


     Section 2.1 General Purpose of Agreement. The parties to this Agreement
have agreed to a restructuring of the Debtors which shall be implemented by the
Debtors commencing cases under Chapter 11 of the Bankruptcy Code (the “Chapter
11 Cases”) in Bankruptcy Court (the “Restructuring”). The Debtors, Senior
Management and the Consenting Noteholders have concluded that the enterprise
value of the Debtors (including separate sales of the Operating Companies’
assets or stock) is not sufficient to pay all claims in respect of the Notes in
full, and therefore no distribution will be made to holders of Existing Common
Stock, Existing Preferred Stock and the FSI Warrants. The Debtors in
coordination and cooperation with the Informal Committee will seek purchasers
for the assets (or the stock) of the Operating Companies during the period
prior to the filing of the Chapter 11 Cases. In order to accomplish this
orderly liquidation, the Debtors shall file petitions for relief under Chapter
11 of the Bankruptcy Code and proceed by way of 363 Motions(s) and/or Plan(s)
to obtain approval of sales agreements with such purchasers in accordance with
the Protocol Motion, and in the event sales agreements are not entered into for
the sale of the assets (or the stock) of all of the Operating Companies and an
auction is requested by the Consenting Noteholders pursuant to Section 3.1 (c)
of this Agreement, to sell the assets (or the stock) of any remaining Operating
Companies through an auction process before the Bankruptcy Court. The
Restructuring will provide for the Indenture Trustee (and thereby, the
Noteholders) to receive the Net Distributable Cash. Additionally, given the
regulatory approvals needed to accomplish the Restructuring, and in recognition
of the need to retain Senior Management in order to insure continuity and
compliance with all gaming regulations and licensing requirements in the
Debtors’
operations during the Restructuring, the Senior Management Incentive
Program will be adopted by the Debtors as a preventative measure


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in order to
retain key executives and adequately compensate them for their continued
employment with the Debtors during the Restructuring and to incentivise Senior
Management to obtain the highest return for the Noteholders. The summary of
the Restructuring set forth in this Section 2.1 is qualified in its entirety by
the other provisions of this Agreement, which provide a more detailed
description of the terms and conditions of the Restructuring.


     Section 2.2
Acknowledgment of Obligations. FGC and the Guarantors
acknowledge, confirm and agree that as of the date hereof, FGC and the
Guarantors are indebted to the Indenture Trustee in the principal amount of
$205,000,000 with respect to the Notes, together with accrued interest of
approximately $56,800,000, plus certain charges and expenses of the Indenture
Trustee. Such amounts, and fees, costs, expenses and other charges now or
hereafter payable under the Indenture and the Security Documents are
unconditionally owing by FGC and the Guarantors without offset, defense or
counterclaim by the Debtors of any kind, nature or description whatsoever,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws relating to or limiting creditors’ rights generally or by
equitable principles relating to enforceability.


     Section 2.3 Acknowledgment of Security Interests. FGC and the Guarantors
hereby acknowledge, confirm and agree that as of the date hereof, the Indenture
Trustee (for the benefit of the Noteholders) has and shall continue to have
valid, enforceable and perfected liens upon and security interest in the
collateral heretofore granted to the Indenture Trustee pursuant to the Security
Documents (except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or limiting creditors’ rights
generally with respect to enforceability or by equitable principles relating to
enforceability), subject only to the liens described on Schedule 2.3 not
exceeding the amount listed thereon.


     Section 2.4 Acknowledgement of Binding Effect of Documents. FGC and the
Guarantors hereby acknowledge, confirm and agree that as of the date hereof:
(a) each of the Security Documents to which FGC or any Guarantor is a party has
been duly executed and delivered by FGC or such Guarantors and each is in full
force and effect, (b) the agreements and obligations of FGC and the Guarantors
contained in the Security Documents constitute legal, valid and binding
obligations of FGC and the Guarantors, as the case may be, enforceable against
FGC and the Guarantors in accordance with their respective terms, and neither
FGC nor any Guarantor has any valid defense to the enforcement of such
obligations, except as legality, validity and enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or limiting creditors’ rights generally or by equitable principles
relating to enforceability, (c) the agreements and obligations of FGC and the
Guarantors contained in this Agreement constitute legal, valid and binding
obligations of FGC and the Guarantors in accordance with their terms, subject
to entry of any Bankruptcy Court orders necessary to carry out the transactions
provided for in this Agreement.


     Section 2.5 No Other Waivers; Reservations of Rights.




		
	 	     (a) The Consenting Noteholders have not waived, and are not by this
Agreement waiving, any Events of Default which may be continuing on the
date hereof or any Events of Default which may occur after the date
hereof (whether the same or similar to the Existing Default or
otherwise), and the Consenting Noteholders have not agreed to 



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	 	forbear
with respect to any of its rights or remedies concerning any Events of
Default except as provided herein.
	 
	 	     (b) Subject to this Agreement, the Consenting Noteholders reserve
the right, in their discretion, to exercise any or all of their rights
and remedies (and to direct the Indenture Trustee with respect to its
rights and remedies) under the Indenture and the other Security Documents
as a result of any Events of Default which may be continuing on the date
hereof or any Event of Default which may occur after the date hereof, and
the Consenting Noteholders and the Indenture Trustee have not waived any
of such rights or remedies, and nothing in this Agreement, and no delay
on its part in exercising any such rights or remedies, should be
construed as a waiver of any such rights or remedies.
	 
	 	     (c) Except as expressly agreed herein, no Debtor or Executive or any
combination thereof has waived, and by the execution of this Agreement
shall not be deemed to waive any right or remedy, whether at law, in
equity, or under any agreement, regardless of form, in respect to any
person, including the Noteholders, Consenting Noteholders the Informal
Committee (or the Official Noteholders Committee as the case may be) or
the Indenture Trustee, or any document or agreement, including the Notes,
the Indenture or any guarantee.



Article III

Liquidation of Operating Companies and the Chapter 11 Cases


     Section 3.1 Sales of Operating Companies and Commencement of Chapter 11
Cases



		
	 	     (a) Marketing and Sale of Operating Companies. (i) The Debtors shall
prepare marketing materials not later than January 2, 2001 and, subject
to any “no shop” agreement entered into by any of the Debtors, as
permitted by Section 3.1(b) of this Agreement, shall market the Operating
Companies on the terms and conditions substantially as set forth in the
Protocol Motion. (ii) If a Definitive Purchase and Sale Agreement (here
and hereinafter in this Agreement, as defined in the Protocol Motion) is
agreed to for the sale of two or more of the Operating Companies’ assets,
and the purchaser under such agreement has waived all due diligence
contingencies under such agreement on or before December 4, 2000, then
the Debtors shall commence the Chapter 11 Cases by December 5, 2000, and
within ten (10) Business Days thereafter shall file a 363 Motion to
approve the sale subject of such agreement, free and clear of Liens
subject to the terms and conditions of such agreement and this Agreement.
In any other event, the Debtors shall file the Chapter 11 Cases no later
than January 19, 2001 to effectuate the orderly liquidation of the
Operating Companies. Thereafter, in accordance with the sales’
procedures (as amended from time to time) outlined in the Protocol
Motion, the Debtors shall file the appropriate 363 Motion or Plans, as
the case may be, to sell the assets (or the stock) of the Operating
Companies. Although it is contemplated that the sales will be of the
assets of the Operating Companies, nothing herein shall preclude the sale
of the stock of an Operating Company by the Debtors. Subject to Section
10.1(d) and (e), during the term of this Agreement, the Debtors will not
enter into an agreement to sell any of the assets (or stock) of the
Operating Companies without the consent of the 



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	 	Consenting Noteholders who
are at the time beneficial owners (or record owners) of a majority of the
principal amount of Notes.
	 
	 	     (b) Agreement with Purchaser. Debtors with the approval of the
Consenting Noteholders may enter into “no shop” agreements with
prospective purchasers, whereby the Debtors may agree not to, directly or
indirectly, solicit or encourage, initiate or enter into discussions or
transactions, or provide information regarding any applicable Operating
Company to any person concerning the acquisition of such Operating
Company for periods of time prior to and/or subsequent to the Petition
Date. If as a result of such an agreement, any order, motion, plan or
proceeding to approve a Definitive Purchase and Sale Agreement with such
purchaser is delayed or postponed by the Bankruptcy Court as a result of
the “No Shop” agreement, then the Distribution Date and the date of
December 31, 2001 as set forth in the Liquidation Date definition and
Sections 5.2, 5.4 and 12.10 of this Agreement shall be extended for a
period of time equal to the duration of the postponement or delay ordered
by the Bankruptcy Court due to such “no shop” provision.
	 
	 	     (c) Auction of Assets of Remaining Operating Companies. In the
event a Definitive Purchase and Sale Agreement has not been reached
regarding a sale with respect to one or morethe disposition of all of the
Operating Companies’ assets (or stock) on or before September 1, 2002,
and Consenting Noteholders holding (or beneficially owning) an aggregate
principal amount of Notes greater than 50% of the outstanding principal
amount of Notes held by the Petition DateConsenting Noteholders elect in
writing, thethen Debtors shall continue to market and shall cause any
unsold Operating Companies’ assets (or stock) to be sold by auction
conducted (not later than 120 days after notice of such election is
given) by the Bankruptcy Court on or about June 15, 2001, pursuant
tounless, after such notice is given, but before the procedures set forth
inauction date, a Definitive Purchase and Sale Agreement is executed with
the Protocol Motionconsent of the Consenting Noteholders.



Any term in this Section 3.1 to the contrary notwithstanding, the provisions of
Section 3.1 are subject to Sections 5.1 and 5.2 of this Agreement.


     Section 3.2 Sale Negotiations. The Informal Committee shall have the
right to participate with the Debtors in negotiations with potential purchasers
of the assets and/or stock of the Operating Companies. The Debtors shall keep
the Informal Committee, through the Informal Committee
Professionals, informed as to the status of the solicitation of purchasers
and all negotiations. The Informal Committee may designate two of its members
along with the Informal Committee Professionals to participate with the Debtors
in such negotiations; provided, however, that upon Debtors’ request, only one
such member, together with the Informal Committee Professionals, shall
participate in any particular meeting with potential purchasers. All sales and
solicitation materials are subject to review by the Informal Committee’s
financial advisors prior to dissemination to potential purchasers.
The Informal
Committee’s financial advisor shall be informed of all written and oral
communications with potential purchasers. All draft purchase and sale
documentation shall be provided to the Informal Committee Professionals upon
receipt by the Debtors and/or Senior Management, and to the extent prepared by
the Debtors, the Debtors’ Professionals or Senior Management, prior to
dissemination to potential purchasers.


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Upon the commencement of the Chapter 11
Cases, if the U.S. Trustee appoints an Official Noteholder Committee, then the
Official Noteholder Committee shall participate in the negotiations with
potential purchasers in lieu of the Informal Committee.


     Section 3.3 Certain Agreements to Cooperate and Other Rights Respecting
Claims Purportedly Owned by Fitzgeralds Sugar Creek, Inc. The Debtors, the
Consenting Noteholders and Senior Management shall attempt to resolve on or
before December 8, 2000 the dispute which has arisen concerning the ownership
and prosecution of an action in respect of gaming licensing and gaming
operation in Missouri, which involved Fitzgeralds Sugar Creek, Inc., a revoked
Missouri corporation. Any resolution shall be subject to Bankruptcy Court
approval. If the Debtors, the Consenting Noteholders and Senior Management
cannot resolve this dispute by the December 8, 2000 deadline, it is agreed that
Philip D. Griffith shall have the right to seek Bankruptcy Court adjudication
of the rights to ownership of the prosecution of any actions regarding such
Missouri gaming licensing and gaming operation by motion notwithstanding
Bankruptcy Rule 7001. The motion may be heard on an order shortening time on
notice of the Informal Committee (or the Official Noteholder Committee, as the
case may be) and the other Executives. The actions by Philip D. Griffith to
pursue such a motion would, notwithstanding any other term in this Agreement,
not constitute a violation of this Agreement.


     Section 3.4 Forbearance by Consenting Noteholders and the Indenture
Trustee. Upon execution hereof, each Consenting Noteholder shall, until the
Liquidation Date (i) refrain from filing, recording or serving (or causing to
be filed, recorded or served) any notice of foreclosure or default, and shall
not take, or instruct the Indenture Trustee, Informal Committee (or the
Official Noteholder Committee, as the case may be) or any of their
professionals to take, any other action to foreclose upon any of the collateral
securing the Notes or the obligations of FGC under the Indenture (including
Sections 6.2 and 6.5 thereof) or any guarantee relating thereto, and (ii) take
such actions on a timely basis as provided for in Sections 6.4 and 6.5 of the
Indenture to instruct and direct the Indenture Trustee to refrain from filing
any such notice or taking any other action to pursue any remedy or enforce an
“Event of Default” under the Indenture; provided, however, that the Consenting
Noteholders shall not be required to indemnify the Indenture Trustee.


     Section 3.5 Consenting Noteholder Representation. Both prior to and after
the Petition Date, the Debtors Professionals and the Informal Committee
Professionals shall continue to cooperate with one another, and the Debtors
shall pay such Informal Committee Professionals in accordance with existing
procedures and compensation agreements. Subsequent to the Petition Date, the
Debtors shall pay the Informal Committee’s Professionals or, alternatively, in
the event an Official Noteholder Committee is appointed, the Official
Noteholder Committee’s Professionals, only pursuant to the Cash Collateral
Stipulation or Bankruptcy Court order. Notwithstanding anything in this
Agreement to the contrary, the Consenting Noteholders shall have no obligation
to retain Informal Committee Professionals, or provide any instructions or
directions to such Informal Committee Professionals, in the event the Debtors
are not authorized by the Bankruptcy Court to pay the fees and expenses of the
Informal Committee Professionals under Section 3.4 of the Agreement Regarding
Use of Cash Collateral.


     Section 3.6 Treatment of FGC Equity Interests. On the Effective Date of
the Plan for FGC, the Existing Common Stock, Existing Preferred Stock and the
FSI Warrants shall be

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cancelled and extinguished. Such holders shall receive
nothing under the Plan and shall not receive any equity or other interest in
any of the Debtors (as reorganized) or any other consideration in exchange for
the cancellation of the Existing Common Stock, Existing Preferred Stock and the
FSI Warrants.


     Section 3.7 Treatment of Subsidiary Equity Interests. No later than the
Effective Date of the Plan for FGC, all Existing Common Stock of the
Subsidiaries shall have been sold or extinguished and all remaining assets of
the Subsidiaries liquidated and transferred to FGC. The FFEC Common Stock may
be conveyed as part of the purchase of Fitzgeralds Las Vegas and all
obligations of FFEC assumed by the purchaser of Fitzgeralds Las Vegas.


     Section 3.8 Pre-Petition Cash Distribution to Certain Unsecured Creditors.



		
	 	     (a) Until the Petition Date, the Debtors will continue to pay their
outstanding undisputed, non-contingent and ordinary course unsecured
debts in the ordinary course of business and remain current with all such
creditors. It is the parties’ intention to eliminate the potential for
pre-petition outstanding undisputed, non-contingent, ordinary course, and
unsubordinated, unsecured debts/claims and otherwise avoid any delay or
disruption of vendor services to the Operating Companies; the Debtors
intend to pay, shortly before the Petition Date, all outstanding
undisputed, non-contingent, ordinary course, unsubordinated, unsecured
claims (the “Pre-Petition Unsecured Payment”). To the extent that any
unsecured creditors’ claims of the Debtors (exclusive of the deficiency
claim of the Noteholders and any claims subordinated thereto and payroll
and payroll- related claims) exist as of the Petition Date, the Plan
shall provide that on the Effective Date, those general unsecured claims
which are not paid in full pursuant to the Operating Pleadings, and which
are not subordinated to any deficiency claim of the Indenture
Trustee, shall be paid in full, provided such claims, including
anticipated rejection claims arising under Section 365 of the Bankruptcy
Code, do not exceed $4,000,000 in the aggregate, excluding payroll and
payroll-related expenses (the “Unsecured Debt Cap”).
	 
	 	     (b) In the event unsecured creditors’ claims of the Debtors
(exclusive of the deficiency claim of the Noteholders, any claims
subordinated thereto and payroll and payroll-related claims), as of any
applicable claims bar date, (and any anticipated rejection claims arising
under Section 365 of the Bankruptcy Code) exceed the Unsecured Debt Cap,
at the election of Consenting Noteholders who are at the time beneficial
owners (or record holders) of a majority of the principal amount of the
Notes, the Debtors shall propose and support a Plan that classifies and
treats those general unsecured claims, including rejection claims,
similar to the deficiency claim of the Indenture Trustee, and the
Consenting Noteholders shall direct the Indenture Trustee, the Informal
Committee (or the Official Noteholders Committee, as the case may be) and
their professionals to support such a Plan before the Bankruptcy Court.
The Consenting Noteholders agree to vote all of their claims against and
interest in the Debtors for such a Plan, except to the extent such claims
or interests are deemed by operation of the Bankruptcy Code to have
accepted or rejected the Plan. If the Debtors fail to propose and
support such a Plan at the request of Consenting Noteholders, who are
beneficial owners (or record owners) of a majority of a principal amount
of Notes, the Debtors agree to the termination of any remaining portion
of the exclusivity period solely in favor of the Consenting Noteholders.
Each Executive 



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	 	shall also vote all of the claims against and interests in
the Debtors that he owns, or of which he has the power to control the
vote in favor of such a Plan, except to the extent such claims or
interests are deemed by operation of the Bankruptcy Code to have accepted
or rejected the Plan. In this regard, the Debtors agree to provide the
Consenting Noteholders who at the time are the beneficial or record
owners of a majority of the principal amount of the Notes and proposing
such a Plan with information necessary to prepare a disclosure statement.



     Section 3.9
Treatment of the Foothill Claim. Debtors shall use their best
efforts to obtain a reconveyance of the Foothill Liens prior to the Petition
Dates and in this regard to pay all contractual sums due Foothill. In the
event that the Foothill Liens are not released prior to the Petition Date,
Debtors shall continue their efforts to obtain voluntary reconveyances of the
Foothill Liens, but if unsuccessful, Foothill shall be treated as unimpaired
under the Plan(s) of the Debtors and shall be paid the amount of its allowed
claim no later than with the closing of the first purchase of an Operating
Company.


     Section 3.10 Certain Obligations in respect of Official Noteholder
Committee. Nothing in this Agreement shall deemed to require a Consenting
Noteholder to serve on an Official Noteholder Committee; provided, however, any
Consenting Noteholder who becomes a member of an Official Noteholders Committee
shall not be required by this Agreement to take any action as a member of that
committee which would violate its duties as a committee member, provided,
however, that nothing contained in this Section 3.10 shall relieve any
Consenting Noteholder from its obligations under this Agreement, and
specifically Section 9.2. Debtors agree to support a motion by the Official
Noteholders Committee to permit trading by such members subject to appropriate
Chinese Wall restrictions.



Article IV

Treatment of Noteholder Claims


     Section 4.1 Pre-Petition Excess Cash Distribution. Subject to the
condition precedent that this Agreement has been duly executed by all parties
hereto, within three (3) Business Days after the execution of this Agreement
and prior to the commencement of the Chapter 11 Cases, FGC shall distribute by
wire transfer to the Indenture Trustee for the benefit of the Noteholders
Excess Cash in the amount of $13,000,000, to be applied to unpaid and accrued
Indenture Trustee’s fees and expenses incurred to date and as partial payment
of accrued and unpaid interest and principal as provided in the Indenture (the
“Pre-Petition Cash Distribution”). All distributions of Excess Cash pursuant
to this Section and Section 4.2, to the extent not recovered as a pre-Petition
Date preferential transfer or a recoverable post-Petition Date transfer shall
be distributable cashDistributable Cash for purposes of calculating the Cash
Distribution Incentive payment set forth in Article V. All wire transfers made
to the Indenture Trustee under this Agreement shall be directed as follows:



	 	BK OF NYC — ABA NO. 021000018

BBK-ATTN: CORPORATE TRUST AGENCY/GLA 111-565

REF: A/C 117813

RE: FITZGERALDS GAMING




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     Section 4.2 Additional Excess Cash Distributions. Subject to the
Bankruptcy Court’s approval of that portion of the Cash Collateral Stipulation
providing for post-petition payments to the Indenture Trustee to reduce the
obligations described in Section 2.2 of this Agreement and on the terms
contained in this Section 4.2, the Debtors shall distribute to the Indenture
Trustee, for the benefit of Noteholders, all Excess Cash as of the end of each
respective first, second or third financial reporting quarter beginning April
1, 2001, within 45 days of the end of such quarter (such distributions,
together with the Pre-Petition Cash Distribution, the “Excess Cash
Distributions”). With respect to the fourth financial reporting quarter of
each year beginning with the financial reporting quarter ending December 31,
2000, Excess Cash will be distributed within 90 days of the end of the fiscal
year and such payments shall be applied to unpaid and accrued Indenture
Trustee’s fees and expenses incurred to date and as partial payment of accrued
and unpaid interest and principal as provided in the Indenture. The provisions
of this Section 4.2 are qualified in their entirety by the terms of the Cash
Collateral Stipulation and the Interim Order and the Final Order.


     Section 4.3 Distribution of Sale Proceeds. The Restructuring shall be
accomplished by the orderly sale of the assets (or the stock) of the Operating
Companies and the Residual Assets whether by 363 Motion or a Plan. The
Consenting Noteholders hereby agree to the sale or auction of the assets (or
the stock) of the Operating Companies free and clear of Liens, with the Liens
attaching to the proceeds from such sales, and agree to instruct both the
Informal Committee (or the Official Noteholders Committee, as the case may be)
and the Indenture Trustee
and their professionals to consent to and support approval of such sales
before the Bankruptcy Court (but not including the providing of any indemnity
to the Indenture Trustee). Upon the closing of any sale of the assets (or the
stock) of an Operating Company, the net proceeds, less a reserve for amounts
due in connection with the Senior Management Incentive Program and the reserve
as reasonably determined by the Debtors and the Informal Committee (or the
Official Noteholder Committee, as the case may be) and approved by the
Bankruptcy Court for Tail Liabilities, shall be distributed to the Indenture
Trustee for the benefit of and distribution to the Noteholders in accordance
with the Indenture. The Debtors and the Executives agree to support a plan
that provides that the claims of the Noteholders/Indenture Trustee under the
Indenture are an undersecured claim(s) and shall be treated through the cash
and non-cash distributions contemplated hereby and issuance to the Noteholders
of the beneficial interests in the Liquidating Trust. The Consenting
Noteholders agree to direct and instruct the Informal Committee (or the
Official Noteholders Committee, as the case may be) and the Indenture Trustee
and their professionals to support such a plan before the Bankruptcy Court.


     Section 4.4 Reserves Following Consummation of Sales to Majestic Star and
Additional Excess Cash Distributions



	 	(a)	 	In addition to (but without duplication of) the cash
sweeps required by Section 4.2, the Debtors shall distribute to
the Indenture Trustee, for the benefit of the Noteholders, on the
first Business Day that is at least 11 days after the entry of an
order approving this Agreement, all cash and cash equivalents
held by the Debtors in excess of $16,500,000 once all of the
Operating Companies, except Fitzgeralds Reno have been sold, and



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	 	 	 	thereafter $15,000,000 once Fitzgeralds Reno is the subject of a
Definitive Purchase and Sale Agreement.
	 
	 	(b)	 	Reasonable amounts of cash reserves shall be held in
the Debtors’ estates, the Reorganized Debtors or any liquidating
trusts, in order to provide for anticipated distributions and
payments to creditors other than Noteholders, as contemplated by
this Agreement and any Plan confirmed in the Debtors’ bankruptcy
cases. Reasonable amounts shall also be held in such reserves to
pay for rent of the office currently subleased in Las Vegas, and
for reasonable legal and administrative support of, and travel
(including commuting expenses) of personnel working for, the
estates, the Reorganized Debtors or any liquidating trusts.



Article V

Senior Management Incentive Program


     Section 5.1 Senior Management Role. In order to maintain the stability of
the operations and gaming licensing during the process of selling the Operating
Companies, the Debtors, Senior Management and the Consenting Noteholders have
agreed that each of the Executives are to remain with FGC through the
Liquidation Date to maximize the value of the Noteholders’
recoveries. The parties understand and acknowledge that the end result of
the Restructuring is the sale of the Operating Companies and the cessation of
all gaming operations by FGC. In conjunction therewith, and although existing
employment agreements with each of the Executives will not be assumed by FGC
pursuant to Section 365 of the Bankruptcy Code (as set forth in Section 5.6),
each of the Executives shall continue to perform their his duties and carry out
their responsibilities as more particularly described in their his existing
employment agreements and agreement through the Liquidation Date. Each of the
Executives shall be compensated thereunder. in accordance with Section 5.6.
Each Executive shall continue to serve in his present role as an officer and/or
director of the Debtors for so long as he continues to be employed by the
Debtors, provided such service does not violate applicable law. In addition,
each of the Executives will support the sales process. As additional
consideration therefor therefore, the Senior Management Incentive Program shall
be adopted by the Debtors as described herein, and shall be supported by the
Consenting Noteholders as it is part of the Restructuring.


     Section 5.2 Cash Distribution Incentive.



		
	 	     (a) Subject to Bankruptcy Court approval to be obtained before
twenty-seven eight (27 28 days after commencement by the Debtors of their
Chapter 11 Cases, Senior Management shall receive from the Debtors or the
trustee of the Liquidating Trust, as applicable, simultaneously with the
distribution of the Net Distributable Cash (or any portion thereof), to
the Indenture Trustee or to the beneficiaries of the Liquidating Trust, a
percentage of the Distributable Cash (“Cash Distribution Incentive”),
pursuant to the following schedule:



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	Distributable Cash	 	Percent to Senior Management
	
	 	

	$115,000,000 or less
	 	 	0	%
	$115,000,001 to $164,000,000
	 	 	7.0	%
	$164,000,001 and above
	 	 	8.5	%



     In respect of the Cash Distribution Incentive earned, Senior Management
shall receive payments which will consist of cash, and if applicable, an
interest in the Nevada Purchase Note(s). The amount of the Cash Distribution
Incentive payment to be paid in a form other than cash (i.e. Nevada Purchase
Note(s)), if any, will be determined at the Liquidation Date and shall equal
the product of: (i) the Cash Distribution Incentive earned as of the
Liquidation Date; and (ii) the ratio of (a) the estimated fair market value of
the Nevada Purchase Note(s) and (b) the Distributable Cash. There will be no
Cash Distribution Incentive payment until the Distributable Cash exceeds
$115,000,000.00. Percentages apply only to the incremental Distributable Cash
above each break point as referenced above and not to the cumulative balance of
Distributable Cash. To the extent there is disagreement between Senior
Management, the Debtors and the Informal Committee (or the Official Noteholder
Committee, as the case may be) with respect to the value of any component of
Distributable Cash, the amount of Distributable Cash shall be determined by the
Bankruptcy Court.



		
	 	     (b) For purposes of calculating the Cash Distribution Incentive
payment and subject to the exceptions and formulations referenced below,
Distributable Cash available for distribution subsequent to June 30, 2001
(the “Distribution Date”) shall be present valued to the Distribution
Date using an annualized discount rate of 12.25% (the “Discount Rate”).
With respect to any portion of Distributable Cash which represents cash
or non-cash consideration from the sale of any assets (or stock) of the
Operating Companies, such sale proceeds shall be subject to one of the
following formulations (for purposes of calculating the Cash Distribution
Incentive Payment payment):
	 
	 	            1. If Bankruptcy Court approval to sell assets (or stock) of any
Operating Company occurs on or before the Distribution Date, then that
portion of Distributable Cash which represents cash and/or non-cash
proceeds from the sale of assets (or stock) of any such Operating Company
pursuant to such Bankruptcy Court order shall not be subject to a present
value calculation for any time period (including the time period during
which the regulatory approval process(es) is occurring.
	 
	 	            2. If Bankruptcy Court approval to sell assets (or stock) of any
Operating Company occurs after the Distribution Date but before September
30, 2001, then that portion of Distributable Cash which represents cash
and/or non-cash consideration from the sale of assets (or stock) of any
such Operating Company pursuant to such Bankruptcy Court order shall be
subject to a present value calculation (utilizing the Discount Rate) for
the period from the Distribution Date to the date on which the Bankruptcy
Court issues an oral order approving such sale ( the “Court Approval
Date”). Such sale proceeds shall not be subject to a present value
calculation with respect to the period from the Court Approval Date
through the date upon which any such sale closes 



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	 	and the applicable
portion of the sales proceeds therefrom are distributed to the Indenture
Trustee or to the beneficiaries of the Liquidating Trust.
	 
	 	            3. If the Court Approval Date occurs subsequent to September 30,
2001 with respect to the sale of assets (or stock) of any Operating
Company, then that portion of Distributable Cash which represents cash
and/or non-cash consideration from the sale of assets (or stock) of any
such Operating Company pursuant to such Bankruptcy Court order shall be
subject to a present value calculation (utilizing the Discount Rate) for
the period from the Distribution Date through the date on which any such
sale closes and the applicable portion of the sales proceeds therefrom
are distributed to the Indenture Trustee or to the beneficiaries of the
Liquidating Trust.



          provided, however, with respect to the three (3) formulations set forth
above, assets of any Operating Company shall include any such Operating
Company’s (ies’) Operating Cash and shall not include any other cash or cash
equivalents. For purposes of calculating the Cash Distribution Incentive
payment, the following components of Distributable Cash shall automatically be
deemed to have been distributed on or before the Distribution Date: (i) Excess
Cash Distributions paid on or before August 15, 2001; and (ii) items (f), (g)
and (h) contained in the definition of Distributable Cash.



          (c) If a sale of the assets (or stock) of an Operating Company, either by
sales contract or auction (in either event, the terms and conditions of which
are agreed to and documented on or before the Distribution Date), is unable to
be closed by December 31, 2001, due to delays related to the purchaser’s(s’)
efforts to obtain the necessary regulatory approval(s) and/or financing other
than as the result of a default by the Debtors under a Definitive Purchase and
Sale Agreement (hereinafter, an “Extended Transaction”), then notwithstanding
Section 5.1, 5.6 and 12.10, the Executives, the Debtors and the Consenting
Noteholders agree that the Executives will continue to be employed, continue to
be compensated as provided for in their respective employment agreements and
continue to be entitled to earn the Cash Distribution Incentive in respect of
the Operating Companies to which such transaction relates for an additional
period of time beyond December 31, 2001 (the “Delay Extension Period”). The
Delay Extension Period shall be with respect to each Operating Company the
period beginning December 31, 2001 and ending on the date on which the relevant
Extended Transaction has closed. Anything in this paragraph to the contrary
notwithstanding, if an Extended Transaction is terminated for any reason other
than a default by Debtors, it shall be treated under the next succeeding
paragraph.



          (d) If a sale of the assets (or stock) of an Operating Company, either by
sales contract or auction, that is not an Extended Transaction does not timely
close because of a purchaser’s breach other than as result of a default by the
Debtors, then notwithstanding Sections 5.1, 5.6 and 12.10, the Executives shall
continue to be employed, shall continue to be compensated as provided for in
their respective employment agreements and shall continue to be entitled to
earn the Cash Distribution Incentive in respect of the Operating Company to
which such transaction relates beyond December 31, 2001 for the Default
Extension Period. The Default Extension Period with respect to each Operating
Company shall begin on the earlier of the first Business Day after Debtors are

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notified in writing by the purchaser that the sale will not close, the Debtors
notify the purchaser of the purchaser’s default under the purchase agreement or
of the Debtors’ intention not to go forward with such sale under such purchase
agreement, or the last day set by the Bankruptcy Court order approving a sale,
as may be amended from time to time, to close. In such an event, that portion
of the Distributable Cash representing the proceeds from the sale of any assets
(or stock) of any such Operating Company (including its Operating Cash but not
including any other cash or cash equivalents) shall not be present valued to
the Distribution Date nor to any other date.


          (e) In the event a sale of the assets (or stock) of an Operating Company
does not close by December 31, 2001, (as extended by any Delay Extension
Period or Default Extension Period applicable to such Operating Company) any
sales proceeds with respect to such Operating Company shall not be
Distributable Cash.



     Section 5.3 Senior Management’s Ownership of Nevada Purchase Notes. In
the event the Nevada Properties are sold pursuant to a Leveraged Offer(s), then
Senior Management shall own and
receive payments under any Nevada Purchase Note(s) in proportion to any
Cash Distribution Incentive payment arising from the sale underlying such
Nevada Purchase Note(s) in whole or in part, including its portion of the
interest accruals thereunder. In connection with the Plan(s), the Debtors and
the Consenting Noteholders agree that the Nevada Purchase Notes may be
delivered to an agent for the Consenting Noteholders or directly to the
Consenting Noteholders.


     Section 5.4 Retention and Severance. Subject to Bankruptcy Court approval
by final order to be obtained before twenty-seven eight (27 28) days after
commencement by the Debtors of their Chapter 11 Cases, Senior Management will
be entitled to receive from an escrow that has been established retention and
severance payments from the Debtors in the aggregate amount of $2,400,000.00
(“Retention Payment”) and shall not be entitled to any severance under their
employment agreements. The Retention Payment will be apportioned as follows:
Philip D. Griffith, $1,200,000.00, Michael E. McPherson, $400,000.00, Max L.
Page, $400,000.00, and Paul H. Manske, $400,000.00. The Retention Payment
shall be held in escrow, funded simultaneously with the payment of
$13,000,000.00 as provided in Section 14.1 4.1 of this Agreement, pursuant to
the escrow agreement attached hereto as Exhibit “2”. The Retention Payment
shall be paid to an Executive on the earlier of (i) the effective date of a
Plan that effectuates a the sale of the assets (or stock) of the last Operating
Company (to the extent not previously disposed of pursuant to Bankruptcy Code
Section 363) (and transfers all Residual Assets and Tail Liabilities to a
Liquidating Trust or (ii) the Liquidation Date, or (iii) the date on which such
Executive is terminated without cause by the Debtors (with the consent of the
Informal Committee (or the Official Noteholder Committee, as the case may be));
provided, however, that an Executive shall not be entitled to his applicable
portion of the Retention Payment if such Executive is not, or has not been
continuously since the date of the Restructuring Agreement, employed by the
Debtors, unless due to death or disability. To the extent Debtors determine in
their reasonable judgment to adopt, after July 1, 2000, a retention and
severance program for employees who are not Senior Management, proceeds
distributed to Debtors’


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employees pursuant to such retention plan (if any) will
be netted against the Retention Payment and prorated on a dollar for dollar
basis with respect to the share of the Retention Payment to be received by each
member of Senior Management.


     Section 5.5 Certain Agreements with Senior Management Regarding
Compensation Clawback and Non-Compete Agreements. Each of the Debtors, the
Executives and the Consenting Noteholders have agreed to certain other terms
and conditions respecting clawbacks of compensation and non-compete agreements
that are set forth in this Section 5.5.



		
	 	     (a) Clawback. The portion of the Retention Payment payable to an
Executive and the Cash Distribution Incentive Payment payable to Senior
Management under Section 5.4 of this Agreement shall be reduced by the
lesser of (i) any amount paid or payable to that Executive without the
Informal Committee’s consent (or the consent of the Official Noteholder
Committee, as the case may be) by a purchaser or its affiliates of the
assets (or stock) of an Operating Company and agreed to within one year
after the closing or (ii) the percentage of the Retention Payment
apportioned to that Executive under Section 5.4 of this Agreement and a
portion of the Cash Distribution Incentive Payment
equal to the percentage of the Retention Payment apportioned to that
Executive under Section 5.4 of this Agreement.
	 
	 	     (b) Agreement to Enter Into Non-Compete Agreements. Each Executive
on behalf of himself agrees to execute any number of agreements
(“non-compete agreements”) restricting his commercial activities in the
gaming industry (“competitive activities”) required by any buyer of the
assets (or stock) of an Operating Company, whether pursuant to a sale at
auction conducted in accordance with the Protocol Motion or otherwise,
subject to the following restrictions:




		
	 	     1. General Terms. Any non-compete agreement required to be
executed pursuant to this Agreement shall contain customary terms
and conditions and may include customary non-solicitation and
non-hire provisions, provided they are consistent with this
Agreement.
	 
	 	     2. Geographic Limitations. Any non-compete agreement required
to be executed pursuant to this Section 5.5(b)(2) shall limit each
Executive’s competitive activities only in the following geographic
areas:
	 
	 	            (a) Downtown Las Vegas, which means the area commonly known as
Downtown Las Vegas, which consists of the area of the City of Las
Vegas, Nevada bounded by Stewart Avenue on the north, Bridger
Avenue on the south, Sixth Street on the east and Main Street on
the west;
	 
	 	            (b) A 75 mile radius of the hotel-casino in Reno, Nevada,
owned by FRI, excluding the geographic area within one-half mile of
the shoreline of Lake Tahoe;
	 
	 	            (c) A 75 mile radius of the casino in Black Hawk, Colorado
owned by 101 Main; and



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	 	            (d) A 75 mile radius of the hotel-casino in Tunica,
Mississippi owned by FMI;
	 
	 	     3. Duration of Agreement. Any non-compete agreement that an
Executive is required to execute pursuant to this Agreement shall
limit an Executive’s competitive activities for a period of time
not to exceed eighteen (18) months in each geographic area
described in Section 2.2 5.5(b)(2) of this Agreement; provided,
however, such eighteen (18) month term shall commence in each such
geographic area upon the earlier to occur of (i) a sale of the
assets or stock of each Operating Company in that geographic area,
respectively or (ii) the Liquidation Date and in any event on the
condition that the Executive Payment is timely made. Each
Executive agrees that the provisions set forth in Section 4.08 of
the Majestic Star Purchase Agreement dated November 22, 2000 are
consistent with this Section 5.5.
	 
	 	     4. Non-solicitation and Non-hire. Any non-solicitation and
non-hire provisions included in a non-compete agreement may have
any geographic scope
but shall be limited to twelve (12) months in duration from
the commencement of the applicable non-compete agreement.
	 
	 	     5. Consideration for Agreement. The Executives shall be paid
by the Debtors the aggregate sum of $2,000,000 (the “Executive
Payment”) for the non-compete agreement(s) payable as follows:
$500,000.00 upon the closing of the sale of the assets (or stock)
of Fitzgeralds Reno with the balance of $1,500,000.00 or the entire
$2,000,000.00 (in the event that a sale of Fitzgeralds Reno had not
yet concluded and the $500,000.00 paid) payable on the earlier of
(i) the date that the Indenture Trustee receives Distributable Cash
in excess of $115,000,000.00 or (ii) the Liquidation Date. The
Executive Payment shall be apportioned as determined between the
Executives as they deem appropriate in their sole and absolute
discretion. The Executives represent and warrant that they have
agreed amongst themselves upon an allocation of the Executive
Payment.



     Section 5.6 Senior Management Employment Agreements and Compensation. The
Debtors will not assume the existing employment agreements with Senior
Management pursuant to Section 365 of the Bankruptcy Code. However, upon
commencement of the Chapter 11 Cases and continuing thereafter, Senior
Management will continue to receive all compensation and benefits at the levels
and under the terms provided in their respective employment agreements
through (as extended from time to time up to the consummation of the sale of
Fitzgeralds Reno); provided, however, that after December 31, 2001, Philip D.
Griffith shall continue to receive such benefits but compensation payable to
Philip D. Griffith shall be reduced (relative to the actual base salary
received pursuant to his employment contract for such period) by 4.98% for the
period commencing the day following (insert date of execution of this
Amendment) through the 90th day thereafter, shall be
reduced (relative to the actual base salary received pursuant to his employment contract for such
period) by 6.64% for the period commencing on the 91st day following (insert
date of execution of this Amendment) the 181st day thereafter, shall be reduced
(relative to the 


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actual base salary received pursuant to his employment
contract for such period) by 8.30% for the period commencing on the 181st day
following (insert date of execution of this Amendment) through the termination
of Mr. Griffith; provided, however, after the Liquidation Date, none of Philip
D. Griffith, Paul H. Manske, Michael E. McPherson or Max L. Page shall receive
any compensation or benefits under such employment agreements other than as
provided by law, such as COBRA benefits, nor shall any of Philip D. Griffith,
Paul H. Manske, Michael E. McPherson or Max L. Page be required to perform any
services under such existing employment agreements. Senior Management bonuses
for the calendar operating years 2000, 2000 and 2001 and any applicable portion
of 2002 shall be determined using the existing formula used by the FGC
compensation committee (“Bonus Formula”). No bonuses shall be paid to Senior
Management for the fiscal year 2002. The Bonus Formula, in both amount amounts
of bonus and EBITDA targets, will be annualized and adjusted pro ratably to
reflect sales of assets (or stock) of Operating Companies at the date they
close escrow. Provided Mr. McPherson is employed by Debtors up to the
Liquidation Date, Mr. McPherson shall remain in the full-time employment of the
Debtors, the Reorganized Debtors or any Liquidating Trust with respect
to the Debtors for a period of six (6) months following the Liquidation
Date (the “Wind-up Period”) provided the terms of his employment, including
salary, benefits, office, support staff and payment of commuting and other
reimbursable expenses, but not including bonuses or payments under the
Restructuring Agreement, remain the same during the Wind-up Period as they were
in 2002. The employment of Mr. McPherson by Debtors, the Reorganized Debtors
or any Liquidating Trust shall not delay payment of Mr. McPherson’s portion of
the Retention Payment. Mr. McPherson and the Informal Committee hereby agree
to engage in good faith negotiations for an extension of the Wind-up period
during which extension Mr. McPherson will continue to provide services to
Debtors, the Reorganized Debtors or any Liquidating Trust. Such negotiations,
however, must take into account (i) any reduced needs for Mr. McPherson’s
services and (ii) Mr. McPherson’s requirement that he can accept full-time
employment with a compensation package commensurate with his skills, age and
employment history. Any agreement to extend the Wind-up Period must be in
writing and signed by Mr. McPherson and the Informal Committee at least thirty
(30) days prior to the end of the initial six (6) month Wind-up Period. Any
amount paid or payable to Mr. McPherson by any person after the initial six (6)
months of the Wind-up Period shall not be subject to the clawback provisions of
Section 5.5(a) in this Agreement.


     Section 5.7 Bankruptcy Court Approval. The Consenting Noteholders shall
direct the Informal Committee (or the Official Noteholder Committee, if
applicable) and the Indenture Trustee to instruct their professionals to voice
support before the Bankruptcy Court of a motion filed by the Debtors with the
Bankruptcy Court to approve the Senior Management Incentive Program and the
compensation and benefits provided in Section 5.6 (“Compensation Motion”),
substantially in the form attached hereto as Exhibit “3,” which Compensation
Motion will be filed on the Petition Date and will come on for hearing upon
such limited notice and shortened time as the Bankruptcy Court may allow. The
Consenting Noteholders acknowledge and understand that the approval of the
Compensation Motion in its entirety within 28 days of the Petition Date is a
condition to the continued participation of Senior Management in the Chapter 11
Cases and employment with the Debtors and is a Condition Subsequent to this
Agreement.


     Section 5.8 Agreement to Waive Claims by Senior Management.


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	 	     (a) In partial consideration of the availability of the Retention
Payment benefit, the receipt of post-petition compensation during the
Executives respective employment (as provided for in this Agreement and
by Bankruptcy Court order) and the right to earn the timely payment of
the Cash Distribution Incentive (as provided for in this Agreement and by
Bankruptcy Court Order), each Executive agrees to waive all claims (not
arising under or contemplated by this Agreement) in the Chapter 11 Cases
against the Debtors, as well as Fitzgeralds Management Corporation.
(“FM”), Fitzgeralds Arizona Management, Inc. (“FAMI”) and Nevada Club,
Inc. (and together with FM and FAMI, the “Non-Debtor Affiliates”) upon
entry of a Confirmation Order for the Plan of FGC, except in respect to
any capital stock interests.
	 
	 	     (b) (a) Upon execution hereof each Executive shall, until the
Liquidation Date with respect to an Operating Company, refrain from (i)
taking any action to enforce, reduce to judgment or collect on, any claim
that they have against the Debtors or their Non-Debtor Affiliates not
arising under or contemplated by this Agreement and (ii) filing, in their
capacities as creditors, claimants or the counterparty to any executory
contract (other than this Agreement and any other agreements contemplated
by this Agreement), any motion in the Chapter 11 Cases; provided,
however, that (i) the Executives shall be permitted (i) to file proofs of
claim in the Chapter 11 Cases in order to preserve their rights; (ii) to
defend their claims against any objections filed; and (iii) take any
other actions the Executives deem necessary or appropriate to preserve
their rights.
	 
	 	     (c) (b) Upon execution hereof each Executive shall, until the
Liquidation Date with respect to an Operating Company, take all
commercially reasonable efforts to cause his Affiliates (excluding the
Debtors and their Non-Debtor Affiliates) to refrain from (i) taking any
action to enforce, reduce to judgment or collect on, any claim that such
an Affiliate has against the Debtors or their Non-Debtor Affiliates not
arising under or contemplated by this Agreement; and (ii) filing, in such
Affiliate’s capacities as a creditor, claimants or the counterparty to
any executory contract (other than this Agreement and any other
agreements contemplated by this Agreement), any motion in the Chapter 11
Cases; provided, however, that such Affiliates shall be permitted (i) to
file proofs of claim in the Chapter 11 Cases in order to preserve their
rights; (ii) to defend their claims against any objections filed; and
(iii) take any other actions such Affiliate deems necessary or
appropriate to preserve their rights.



     Section 5.9 Replacement of Executives. In the event that one or more of
the Executives leaves the employ of the Debtors prior to the Liquidation Date
without the consent of the Informal Committee, then the Debtors shall hire a
replacement, reasonably qualified to perform the responsibilities of such
position, to fill the position held by the departing Executive unless the
Consenting Noteholders who are beneficial owners (or record owners) of a
majority of principal amount of the Notes agree otherwise. The ordinary course
compensation for such replacement Executive shall not exceed the compensation
of the departing Executive provided pursuant to Section 5.6 of this Agreement
unless the Consenting Noteholders who are beneficial owners (or record owners)
of a majority of principal amount of the Notes agree otherwise. The Debtors
may use the portion of the Retention Payment forfeited by a departing Executive
as a hiring incentive for a replacement Executive to be paid on the same terms
as would have been paid to the departing Executive. Any departing Executive
shall be entitled to retain his allocable


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portion of (i) the Cash Distribution
Incentive earned through the date of his termination by all of the Debtors,
calculated as though no termination of such departing Executive occurred and
(ii) the Executive Payment.


     Section 5.10 Waiver of all FSI Warrants. In partial consideration of the
Pre-Petition Excess Cash Payment and other consideration, the sufficiency of
which is acknowledged, any Consenting Noteholder that directly or indirectly
holds or controls any FSI Warrants agrees to waive all claims (not arising
under or contemplated by this Agreement) in the Chapter 11 Cases upon entry of
a Confirmation Order for the Plan of FGC.


Article VI

Liquidating Trust


     On the Effective Date of the Plan for FGC, all Residual Assets of the
Debtors will be transferred to a liquidating trust created pursuant to the Plan
for the Debtors (“Liquidating Trust”). The beneficiaries of the Liquidating
Trust shall be the Noteholders, if the Plan so provides, creditors of the
Debtors, and, with respect to Net Residual Assets, also Senior Management. The
purpose of the Liquidating Trust shall be to serve as a vehicle for the
liquidating Residual Assets, Tail Liabilities and making periodic distributions
amongst the beneficiaries. The name of the Liquidating Trust shall be the
“Fitzgeralds Gaming Corporation Liquidating Trust,” and shall be administered
and managed by an administrator with oversight by a board of managers. The
board of managers shall consist of one or more individuals, unless otherwise
agreed by the parties, designated by the Informal Committee (or the Official
Noteholder Committee, as the case may be) at the confirmation hearing of the
Plan. The form of the Liquidating Trust Agreement shall be substantially in
the form attached hereto as Exhibit “4.” The administrator of the Liquidating
Trust shall issue periodic financial reports. Each Executive shall have the
right to review, at his own cost and expense, the financial reports prepared by
the administrator for the beneficiaries of the Trust and to inspect, at his own
cost and expense, the books and records of the administrator and the board of
managers in respect of the Liquidating Trust, its assets, liabilities and
activities.


Article VII

Lockup and Conditions on Transfer of Notes


     Section 7.1 Reserved.


     Section 7.2 Restrictions On Transfer of Notes, Claims and Interests.



		
	 	     (a) (i) The Consenting Noteholders irrevocably and unconditionally
agree, on behalf of themselves and their respective agents, successors,
and permitted assigns and transferees (if any) (collectively, the
“Successors”), (x) that neither the Notes nor any beneficial interest in
or rights under the Notes shall, directly or indirectly, be transferred,
sold, assigned, encumbered, disposed of, or otherwise alienated in any
manner (each, a “Transfer”) except as expressly authorized under this
Section; (y) not to contest or challenge, or encourage or help any other
person or entity to contest or challenge, directly 



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	 	or indirectly, any
provisions of this Agreement; and (z) not to enter into any commitments
or otherwise obligate themselves to take any actions prohibited by the
preceding clauses (x) or (y);
	 
	 	            (ii) The Executives irrevocably and unconditionally agree, on behalf
of themselves and their respective agents, successors, and permitted
assigns and transferees (if any), (x) that neither any interest in or
claim against any of the Debtors or the Non-
Debtor Affiliates (“Executive Claims/Interests”), nor any beneficial
interest in or rights under such interest or claims, shall be transferred
except as expressly authorized under this Section; (y) not to contest or
challenge, or encourage or help any other person or entity to contest or
challenge, directly or indirectly, any provisions of this Agreement; and
(z) not to enter into any commitments or otherwise obligate themselves to
take any actions prohibited by the preceding clauses (x) and (y).
	 
	 	     (b) No Transfer of any Notes or any Executive Claim/Interest may be
effected unless the party or parties to whom the Transfer is to be made
and the party or parties who would thereby become the beneficial owner of
the Notes or any Executive Claim/Interest (collectively, the
“Transferee”) execute and deliver to the person or persons (including the
Consenting Noteholders) from whom the Transfer is the be made
(“Transferor”) and the Debtors the acknowledgment and agreement set forth
in Exhibit “5” hereto (the “Transferee Agreement”) and deliver to the
Debtors and Transferor a written opinion (“Legal Opinion”) of the
Transferee’s counsel, substantially in the form annexed hereto as Exhibit
“6”. The Transferee Agreement and the Legal Opinion described in the
preceding sentence must be received by the Debtors and Transferor at
least three (3) Business Days prior to the Transfer in order for the
Transfer to be effective.
	 
	 	     (c) Any Transfer or purported Transfer which is not effected in full
compliance with this Section shall (i) be void; (ii) not transfer to or
vest in the Transferee any ownership interest in, or rights with respect
to, the Notes or any Executive Claim/Interest in question; and (iii)
constitute a material breach of this Agreement by Transferor and subject
Transferor to liability pursuant to Section 7.4 below in the event of a
breach by Transferor or the provisions of this Agreement, and
specifically this Article VII.
	 
	 	     (d) Each Consenting Noteholder and Executive, on behalf of itself
and its Successors, waives any and all rights to be a direct or indirect
beneficiary of an indemnity or “hold harmless” agreement from Transferee
or any other person or entity for liability for the transfer to such
Transferee constituting a violation of this Section 7.2.
	 
	 	     (e) Any Transferor that holds Notes or any Executive Claim/Interest
as nominee for, or in any manner on behalf of, a beneficial owner or
participant (such Noteholder or Executive is referred to herein as a
“Beneficial Owner”) shall immediately notify such Beneficial Owner of the
contents of this Agreement. Such Transferor shall remain subject to
liability pursuant to Section 7.4 and such Beneficial Owner shall not
recognize, record or effect any change in the beneficial ownership or
identity of the participant unless the Beneficial Owner has delivered or
caused to be delivered to the Debtors, not less than three (3) Business
Days prior to the proposed change, the 



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	 	Transferee Agreement executed by
the proposed new Beneficial Owner or participant and a Legal Opinion as
described in paragraph (b) of this Section.
	 
	 	     (f) Each Transferor consents, on behalf of itself and its
Successors, to service of process by first class mail in any action
brought by the Debtors to enforce any provision of this Agreement.



     Section 7.3 Material Reliance. Each Consenting Noteholder and Executive
acknowledges that the Debtors, Senior Management and the other Consenting
Noteholders (i) have materially relied on the terms of this Agreement and the
Consenting Noteholders’ covenants and other obligations hereunder, (ii) have
foregone other strategic reorganization opportunities and expended substantial
sums of money on professional fees and costs in reliance on this Article VII
and the terms of this Agreement, (iii) would not have entered into this
Agreement if this Section were not binding and enforceable against the
Consenting Noteholders, Executives and their Successors, and (iv) would suffer
irreparable injury if any provisions of this Agreement were not complied with
by any Consenting Noteholders, Executives or their Successors.


     Section 7.4 Remedies. In the event of any Transfer or purported Transfer
in violation of Section 7.2, the subject Transferor and Transferee
(collectively, the “Subject Parties”), on behalf of themselves and their
respective Successors, consent to the immediate issuance of a temporary
restraining order and a temporary or permanent injunction (or both) prohibiting
or invalidating such violative conduct or Transfer. The Subject Parties
further agree, on behalf of themselves and their respective Successors, that
the prevailing party in any action brought as a result of a violation of
Section 7.2 or to contest the validity of a Transfer subject to Section 7.2
shall be awarded attorneys’ fees, costs and such other damages as may be
permitted by law by the Bankruptcy Court.


Article VIII

Representations and Warranties


     Section 8.1 Senior Management. Each of the Executives represents and
warrants, to the Consenting Noteholders, that



		
	 	     (a) that this Agreement is the legal, valid and binding obligation
of such Executive, enforceable in accordance with its terms (as limited
by bankruptcy, insolvency, reorganization, moratorium and other similar
law relating to or limiting creditors’ rights generally or by equitable
principles relating to enforceability), both in his individual capacity
and in any capacity as trustee or agent with power to vote or control
such claims, interests and contracts;
	 
	 	     (b) such Executive is the record or beneficial owner, or controls
with the power to vote, the shares of Existing Common Stock and Existing
Preferred Stock listed with his signature hereto;
	 
	 	     (c) as of the date of this Agreement, the only claims against,
interests in, and contracts with the Debtors that he has, or that other
entities have for which the Executive 



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	 	has the power to control the vote
of or actions with respect to, are listed on Schedule 8.1 attached
hereto; and
	 
	 	     (d) the Executive listed with respect to each claim, interest or
contract is either the owner of such claim, interest or contract, or
controls with the power to vote and to direct all other actions with
respect to, such claim, interest or contract.



     Section 8.2 Debtors and Senior Management. Each of the Debtors and each
Executive (where applicable), hereby represents and warrants to the Consenting
Noteholders that the following statements are true, correct and complete as of
the date hereof:



		
	 	     (a) Corporate Power and Authority. Each Debtor has all requisite
corporate power and authority to enter into this Agreement and, subject
to such Bankruptcy Court approval as may be required except as may be
limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or limiting creditors’ rights generally or by
equitable principles relating to enforceability, to carry out the
transactions provided herein, and to perform its respective obligations
under this Agreement;
	 
	 	     (b) Authorization. The execution and delivery of this Agreement
and, subject to such Bankruptcy Court approval as may be required, the
performance of its obligations hereunder, have been duly authorized by
all necessary corporate action for each Debtor;
	 
	 	     (c) No Conflicts. The execution, delivery and performance of this
Agreement is not, and shall not, be subject to receipt of required
government approvals, consents and authorizations, (excluding any such
approvals, consents or authorizations as may be required by gaming
authorities or under gaming laws) violate any provision of law, rule or
regulation applicable to it or any of its subsidiaries or its certificate
of incorporation or bylaws;
	 
	 	     (d) Binding Obligation. This Agreement has been duly executed and
delivered and is the legal, valid and binding obligation of each Debtor
enforceable against each in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or limiting creditors’
rights generally or by equitable principles relating to enforceability
and subject to such Bankruptcy Court approval as may be required;
	 
	 	     (e) No Litigation. There is no pending or threatened action, suit,
or proceeding known to the Debtors before any court or quasi-judicial or
administrative agency of any federal, state, local, or foreign
jurisdiction that is reasonably likely to result in an unfavorable
injunction, judgment, order, decree, ruling, or charge that would (A)
prevent Restructuring or (B) permit any or all of the cash payments made
to the Indenture Trustee (and then to the Noteholders) pursuant to the
Restructuring to be rescinded;
	 
	 	     (f) Disclosure. The representations and warranties made by the
Debtors or the Executives (where applicable) contained in this Agreement
by or with respect to it do not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to
make the statements and information contained herein not misleading;




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	 	     (g) Financial Statements. (A) The audited balance sheets and
statements of operations, changes in stockholders’ equity, and cash flow
(collectively, the “Financial Statements”) as of and for the fiscal years
ended December 31, 1999 and December 31, 1998 contained in Forms 10-K
filed by FGC with the Securities and Exchange Commission (the “SEC
Reports”) have been prepared in accordance with GAAP applied on a
consistent basis throughout the periods covered thereby (except as noted
therein), are correct and complete in all material respects and present
fairly the consolidated financial conditions of the Debtors as of such
dates and the consolidated results of operations of FGC for such periods
and are consistent in all material respects with the books and records of
the Debtors, and (B) the unaudited balance sheets, statements of
operations and cash flow as of and for the fiscal quarters ended April 2,
2000, July 2, 2000 and October 1, 2000 for FGC on a consolidated basis,
as filed with the SEC have been prepared in accordance with GAAP applied
on a consistent basis throughout the period covered thereby (except as
noted therein), are correct and complete in all material respects and
present fairly the consolidated financial condition of FGC for such
period, and are consistent in all material respects with the books and
records of the Debtors; and




		
	 	     (h) Subsidiaries. The subsidiaries of the Debtors (including all
entities in which any of the Debtors has a controlling interest) are
listed on Exhibit “7”, and no subsidiary of the Debtors that is not party
to this Agreement has any assets or liabilities except as listed on such
Exhibit.



     Section 8.3 Consenting Noteholders. Each of the Consenting Noteholders
hereby represents and warrants to the Debtors and each of the Executive that
the following statements are true, correct and complete as of the date hereof:



		
	 	     (a) Corporate Power and Authority. Each Consenting Noteholder has
all requisite corporate power and authority to enter into this Agreement
and, subject to such Bankruptcy Court approval as may be required, to
carry out the transactions provided herein, and to perform its respective
obligations under this Agreement;




		
	 	     (b) Authorization. The execution and delivery of this Agreement
and, subject to such Bankruptcy Court approval as may be required, the
performance of its obligations hereunder, have been duly authorized by
all necessary corporate action for each Consenting Noteholder;




		
	 	     (c) No Conflicts. The execution, delivery and performance of this
Agreement does not, and shall not, be subject to receipt of required
government approvals, consents and authorizations, (excluding any such
approvals, consents or authorizations as may be required by gaming
authorities or under gaming laws) violate any provision of law, rule or
regulation applicable to it or any of its subsidiaries or its certificate
of incorporation or bylaws;




		
	 	     (d) Binding Obligation. This Agreement has been duly executed and
delivered and is the legal, valid and binding obligation of each
Consenting Noteholder enforceable against each in accordance with its
terms, except as enforcement may be limited by



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	 	 	bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or
limiting creditors’ rights generally or by equitable principles
relating to enforceability and subject to such Bankruptcy Court approval
as may be required;




		
	 	     (e) Disclosure. The representations and warranties made by the
Consenting Noteholders contained in this Agreement by or with respect to
it do not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements and
information contained herein not misleading; and
	 
	 	     (f) Consultation with Indenture Trustee. The Consenting Noteholders
have caused the Informal Committee to inform the Indenture Trustee
respecting the terms and conditions of this Agreement, and to the best of
each Consenting Noteholder’s knowledge and belief, it believes, based on
conversations between counsel to the Indenture Trustee and counsel to the
Informal Committee, that the Indenture Trustee will follow the Consenting
Noteholder’s instructions to the Indenture Trustee (without requiring any
indemnity) made pursuant to this Agreement.
	 
	 	     (g) Ownership of Notes. The Consenting Noteholders own the face amount of
Notes stated next to their respective names on the signature pages to this
Agreement.



Article IX

Bankruptcy Process


     Section 9.1 Bankruptcy Filing. Upon execution of this Agreement, the
Debtors shall promptly conclude preparation of Chapter 11 petitions, statements
of financial affairs, schedules of assets and liabilities, and any and all
other documents necessary to commence the Chapter 11 Cases (collectively, the
“Petition Pleadings”) no later than January 19, 2001. In addition, upon
execution of this Agreement, the Debtors shall promptly commence preparation of
all required operating documents and first day motions to continue normal
business operations during the Chapter 11 Cases which shall be filed as of the
commencement of the Chapter 11 Cases (“the Operating Pleadings”). No later
than five (5) Business Days prior to the Petition Date, FGC shall provide to
the Informal Committee copies of the Operating Pleadings for the Informal
Committee’s review and comments, and the Informal Committee shall provide its
comments to FGC no sooner than two (2) Business Days before the proposed
Petition Date; provided, however, not later than five (5) Business Days prior
to the Petition Date, the Debtors’ Professionals and the Informal Committee’s
Professionals shall agree upon the form of (i) the Protocol Motion, (ii) the
motion for order approving the proposed payment of a break-up fee and expense
reimbursement to Majestic Investor, LLC, prospective purchaser of Fitzgeralds
Las Vegas, Fitzgeralds Tunica, Fitzgeralds Black Hawk and Fitzgeralds Fremont
Experience Corporation, (iii) sale order sought by the 363 Motion to be filed
in connection with the purchase agreement executed (or to be executed) by
Majestic Investor, LLC, and (iv) the Interim Order and the Final Order (each as
defined in the Cash Collateral Stipulation). In addition, attached hereto as
Exhibit “8” is the Agreement Regarding Use of Cash Collateral (the “Cash
Collateral Stipulation”). On the Petition Date, the Debtors shall file a
motion for entry of an Interim and Final Order approving the Cash Collateral
Stipulation. The Consenting Noteholders and pursuant to their direction, the
Informal Committee and the Indenture Trustee and each of their professionals
and the Debtors and the


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Debtors’ Professionals shall make commercially reasonable efforts to
support the approval of the Cash Collateral Stipulation and the Operating
Pleadings by the Bankruptcy Court and the Consenting Noteholders shall direct
the Indenture Trustee to support and execute the Cash Collateral Stipulation
which shall not require providing an indemnity. The Informal Committee’s
Professionals and the Debtors’ Professionals may jointly seek amendments of the
order granting the Protocol Motion and the sale order sought by the 363
Motion(s) from time to time as they deem appropriate to further the general
purposes of the Agreement. Any such amendments shall be deemed to amend the
terms of those Motions for purposes of this Agreement.


     Section 9.2 Support of Agreement and Restructuring.



		
	 	     (a) In addition to the express covenants in this Agreement, each of
the Debtors shall (i) make all commercially reasonable efforts in to
effectuate the Restructuring, achieve the sale of assets (or stock) of
the Operating Companies as provided in this Agreement and to obtain
confirmation of the Plan as provided in this Agreement and (ii) refrain
from opposing, or proposing, soliciting, supporting or encouraging any
person to take any action to impede, hinder or delay, the Restructuring,
the sale of assets (or stock) of the Operating Companies as provided by
this Agreement and confirmation of the Plan contemplated hereby.
	 
	 	     (b) In addition to the express covenants in this Agreement, each of
the Executives in their capacities as officers, directors, shareholders,
employee and creditors shall (i) make all commercially reasonable efforts
in good faith to effectuate the Restructuring, achieve the sale of assets
(or stock) of the Operating Companies as provided in this Agreement and
to obtain confirmation of the Plan as provided in this Agreement and (ii)
refrain from opposing, or proposing soliciting, supporting or encouraging
any person to take any action to oppose, impede, hinder or delay, the
Restructuring, the sale of assets (or stock) of the Operating Companies
as provided by this Agreement and confirmation of the Plan contemplated
hereby. Each Executive shall also vote all of the claims against and
interests in the Debtors that he owns, or of which he has the power to
control the vote in favor of the Plan contemplated hereby, except to the
extent such claims or interests are deemed by operation of the Bankruptcy
Code to have accepted or rejected the Plan.
	 
	 	     (c) In addition to the express covenants in this Agreement, each
Consenting Noteholder shall refrain from opposing, or proposing,
soliciting, supporting or encouraging any person to take any action
inconsistent with this Agreement or to oppose, impede, hinder or delay,
the Restructuring, the sale of assets (or stock) of the Operating
Companies as provided by this Agreement and confirmation of the Plan
contemplated hereby. Each of the Consenting Noteholders shall make all
commercially reasonable efforts in good faith to:




		
	 	     (1) vote all of its claims against and interests in the Debtors in
favor of the Plan contemplated hereby, except to the extent such claims
or interests are deemed by operation of the Bankruptcy Code to have
accepted or rejected the Plan;



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	 	     (2) if requested by Debtors, direct the Indenture Trustee (but shall
not be required to indemnify the Indenture Trustee), to support the
Restructuring, all motions and applications made by the Debtors and
Senior Management not inconsistent with this Agreement, the sales
contemplated hereby and the Plan, and to consent to the sale of the
assets contemplated hereby;




		
	 	     (3) direct (i) counsel to the Informal Committee (or Official
Noteholder Committee, as the case may be) to appear in the Bankruptcy
Court and, to the extent requested by the Debtors, relevant gaming
regulatory proceedings and to support entry of the orders contemplated
hereby, confirmation of the Plan and the granting of any gaming approvals
necessary to consummate the transactions contemplated by this Agreement;




		
	 	     (4) direct the Informal Committee to recommend that other
Noteholders accept the Plan contemplated hereby; and



                  (5) not propose, vote for, consent to or support or participate, directly
or indirectly, in the formulation of any application, motion or plan of
reorganization or liquidation (proposed or filed or to be proposed or filed) in
any bankruptcy proceeding commenced with respect to the Debtors that provides
for the treatment of Senior Management or the Consenting Noteholders on any
other terms that are materially inconsistent with this Agreement, other than a
plan agreed to by the Consenting Noteholders and the Debtors;



provided, however, that no Consenting Noteholder shall be barred from objecting
to compliance with Section 1126 of the Bankruptcy Code if a disclosure
statement proposed by the Debtors or received by such Consenting Noteholder
contains a material misstatement or omission or taking any action with respect
to any matter inconsistent with the terms of this Agreement, or assisting the
Informal Committee (or Official Noteholder Committee) in making such objections
and taking such actions;



		
	 	     (d) If an involuntary case under Chapter 7 or Chapter 11 of the
Bankruptcy Code is commenced against the Debtors (or any of them), and
Debtors determine to contest the entry of an order for relief, the
Consenting Noteholders agree they shall not take, direct, instruct,
encourage or help any other person or entity to act inconsistently or not
in accordance with the terms of this Agreement; provided, however, that
if the Debtors determine not to contest the entry of an order for relief,
the Debtors shall make any and all commercially reasonable efforts to
cause the case to be converted to a voluntary Chapter 11 proceeding (in
the event of an involuntary Chapter 7 case).




		
	 	     (e) Senior Management shall make any and all commercially reasonable
efforts while they are employed by the Debtors to remain licensed under
applicable gaming laws and regulations, to operate and manage the
business of the Debtors and to actively engage in the process of selling
the Operating Companies. Any and all costs incurred in this respect
shall be borne by the Debtors.



     Section 9.3 No Improper Solicitation. Notwithstanding Section 9.2, this
Agreement is the product of negotiations among the Debtors, Senior Management
and the Consenting Noteholders. This Agreement is not and shall not
be deemed to be a solicitation for consents to a


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plan. No Consenting Noteholder’s acceptance of a plan shall be
solicited until such party has received a disclosure statement approved by the
Bankruptcy Court and otherwise in compliance with Section 1126 of the
Bankruptcy Code.


     Section 9.4 Official Noteholder Committee. The Debtors shall, if
requested by Consenting Noteholders who are beneficial owners (or record
owners) of a majority of principal amount of the Notes, support the appointment
of the Official Noteholder Committee provided that the members of the Official
Noteholder Committee include Consenting Noteholders of no less than a majority
of the principal amount of Notes. The Debtors’ ongoing support of an Official
Noteholder Committee will be conditional upon the Official Noteholder Committee
consisting of beneficial owners of no less than a majority in face amount of
the outstanding Notes. Upon the commencement of the Chapter 11 Cases, the
Debtors agree to support the retention of the Informal Committee Professionals
by the Official Noteholder Committee, with payment of fees and expenses in
accordance with an Interim Fee Procedures Motion and Order, copies of which are
attached hereto as Exhibit “9”, as approved by the Bankruptcy Court.


     Section 9.5 Debtors’ Professionals. Upon the commencement of the Chapter
11 Cases, Consenting Noteholders agree to direct the Informal Committee and the
Indenture Trustee to agree to the retention of the Debtors’ Professionals upon
terms and conditions consistent with the Bankruptcy Rules and the U.S. Trustee
Guidelines. The Consenting Noteholders further agree that during the Chapter
11 Cases, the Debtors’ Professionals may be paid in the ordinary course in
accordance with an Interim Fee Procedures Motion and Order, as approved by the
Bankruptcy Court.


     Section 9.6 Rights of Parties in the Event the Indenture Trustee Acts in a
Manner inconsistent with this Agreement. If the Indenture Trustee acts in a
manner materially inconsistent with this Agreement, fails to act in a manner
materially consistent with this Agreement, or fails to act in a manner
materially consistent with this Agreement absent indemnity, the following
provisions shall control any other contrary provisions in this Agreement or in
any other Agreement between the parties:



		
	 	     (a) Activity in Support of this Agreement. Any action taken by the
Debtors, the Informal Committee (or the Official Noteholder Committee, as
the case may be) to cause the Indenture Trustee to act in a manner
materially consistent with this Agreement, shall not be deemed a breach
of this Agreement.
	 
	 	     (b) Support of Other Parties’ Efforts Directed at a Recalcitrant
Indenture Trustee. The Debtors shall direct the Debtors’ Professionals,
and the Consenting Noteholders shall direct the Informal Committee (or
the Official Noteholder Committee, as the case may be) to support, with
briefs and argument before the Bankruptcy Court, the actions taken by the
Debtors and the Informal Committee (or the Official Noteholder Committee,
as the case may be) to cause the Indenture Trustee to act in a manner
materially consistent with this Agreement.
	 
	 	     (c) Limitation on Consenting Noteholders’ Right to Terminate
Agreement. If such action or inaction is determined by the Bankruptcy
Court to have
proximately caused an event that would allow the termination of this
Agreement, or the service of notice of a default under Section 11.10 of
this Agreement, then, notwithstanding



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	 	 	such right to terminate this
Agreement or serve such notice, this Agreement may not be terminated
based upon such event.



Article X

Conduct of Business


     Section 10.1 Conduct of Business. The Debtors agree that, pending the
Petition Date and subject thereof until the Effective Date of FGC’s Plan,
unless otherwise expressly contemplated or permitted by this Agreement, they
shall manage and operate their businesses in the ordinary course using sound
business judgment and:



		
	 	     (a) The Debtors shall not directly or indirectly, do or permit to
occur any of the following: (i) issue, sell, pledge, dispose of or
encumber any additional shares of, or any options, warrants, conversion
privileges or rights of any kind to acquire any shares of, any of their
capital stock except as required pursuant to currently outstanding
obligations; (ii) amend or propose to amend their articles of
incorporation; (iii) split, combine or reclassify any outstanding shares
of their capital stock or declare, set aside or pay any dividend or other
distribution payable in cash, stock, property or otherwise with respect
to shares of capital stock, including the Existing Common Stock or
Existing Preferred Stock; (iv) redeem, purchase or acquire or offer to
acquire any share of their capital stock; (v) acquire (by merger,
exchange, consolidation, acquisition of stock or assets or otherwise)
any corporation, partnership, joint venture or other business
organization or division or material assets thereof other than as set
forth in Section 10.1 (d) and (e); (vi) enter into or propose to enter
into, or modify or propose to modify, any agreement, arrangement or
understanding with respect to any of the matters set forth in this
Section 10.1(a); (vii) commence or engage in any additional gaming
ventures.
	 
	 	     (b) The Debtors shall (i) maintain their good standing under the
laws of their respective states of incorporation or organization, as the
case may be, and (ii) notify the Informal Committee of any governmental
or third party complaints, investigations or hearings (or communications
indicating that the same are contemplated) other than ordinary course
audits.
	 
	 	     (c) Subject to applicable privileges, the Debtors will keep the
Informal Committee and Informal Committee Professionals (or Official
Noteholder Committee professionals, as the case may be) informed of all
the developments regarding the liquidation process, including the
identities of prospective purchasers, those being solicited potential
purchasers and of all negotiations with such potential purchasers. In
addition, the Debtors shall keep the Informal Committee informed of the
status of the Debtors’ capital expenditure programs, their operating
performance, financial status, and all material regulatory matters and
litigation matters, and will inform the Informal Committee Professionals
of each non-recurring capital expense in excess of $250,000.00.
	 
	 	     (d) Any term in this Agreement to the contrary notwithstanding,
subject to Bankruptcy Court approval the Debtors, Senior Management and
the Consenting Noteholders agree that the Debtors may contract with a
third party, which may be a to-be-formed entity directly or indirectly
owned by one or more of the Executives (such an



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	 	 	entity, a “Senior
Management Affiliate”), to provide risk management services to the
Debtors and, if requested, the trustee of the Liquidating Trust. The
Debtors, Senior Management and the Consenting Noteholders agree that the
Debtors may enter into agreements with a Senior Management Affiliate to
sell assets associated with FGC’s risk management department. With
respect to the assets associated with FGC’s risk management, the book
value of such assets shall not exceed $75,000.00 and such assets shall be
sold for not less than book value. The costs and expenses associated
with a contract with a Senior Management Affiliate to provide risk
management services to the Debtors, on the date of contracting, shall (i)
not exceed seven and one-half percent (7.5%) of the existing historical
costs and expenses (ii) not exceed the amount of any bid received by the
Debtors for the same services; provided, however, that such costs and
expenses cap shall not apply to variable labor costs and expenses if the
hourly rates for such costs and the expenses do not exceed seven and
one-half percent (7.5%) of the fair market rate for such services and
expenses. After the first year and for each year thereafter, such costs
and expenses associated with a contract with a Senior Management
Affiliate may increase an additional three percent (3%) on an annual
basis. Prior to the Debtors entering into a contract with a Senior
Management Affiliate to provide risk management services to the Debtors,
the Debtors shall obtain no less than two (2) competitive bids from
non-affiliates. The Informal Committee (or the Official Noteholders
Committee, as the case may be) will be advised by the Debtors of
developments respecting services provided to the Debtors that fall within
the terms of this Subsection 10.1(d). The Informal Committee (or the
Official Noteholders Committee, as the case may be) will be provided by
the Debtors with copies of all agreements, requests for quotation and
bids and quotations respecting services provided to the Debtors that fall
within the terms of this Subsection 10.1 (d).




		
	 	     (e) Any term in this Agreement to the contrary notwithstanding,
subject to Bankruptcy Court approval the Debtors, Senior Management and
the Consenting Noteholders agree that the Debtors may enter into
agreements with a Senior Management Affiliate to lease from FMI dock
facilities, and public areas directly associated with such dock
facilities, owned or controlled by FMI provided such an agreement
contains customary terms and conditions and is on market terms (meaning
in all events, not less than book value). The Informal Committee (or the
Official Noteholders Committee, as the case may be) will be advised by
the Debtors of developments respecting a transaction that falls within
the terms of this Subsection 10.1(e). The Informal Committee (or the
Official Noteholders Committee, as the case may be) will be provided by
the Debtors with copies of all agreements respecting a transaction that
falls within the terms of this Subsection 10.1 (e).



     Section 10.2 Capital Expenditures. Excluding the purchase of gaming
equipment, the Debtors will not spend more than $4,000,000.00 per year (or
$1,000,000 per year after all of the Operating Companies except Fitzgeralds
Reno have been sold) in connection with “maintenance” capital expenditures. In
addition, the Debtors will not spend more than $4,000,000.00 per year (or
$1,000,0000 per year after all of the Operating Companies except
Fitzgeralds Reno have been sold) in connection with purchasing, upgrading
and/or replacing gaming equipment. To the extent that the aforementioned
amounts are not fully expended within any given fiscal year, the Debtors shall
be permitted to carryover-unexpended amounts into subsequent fiscal years.
With respect to the Fitzgeralds Black Hawk expansion project, the


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Debtors will
not expend more than an additional $750,000.00 plus amounts requested by
purchaser of Operating Companies for which improvements the purchaser is paying
after the date of execution of this Agreement without approval of the Informal
Committee (or the Official Noteholder Committee, as the case may be). The
Fitzgeralds Black Hawk expansion expenditures will relate primarily to securing
the necessary entitlements, acquiring an adjacent parcel/structure, demolishing
(in part) existing structures and developing architectural plans for the new
structure.


Article XI

Conditions Subsequent, Defaults and Remedies


     Section 11.1 Debtors’ Right to Terminate Agreement Upon Condition
Subsequent. This Agreement, at the option of any of the Debtors’, may be
terminated, effective at the time written notice of termination is given to the
Consenting Noteholders and each of the Executives, if:



		
	 	     (a) The Protocol Motion is not approved in its entirety without
modification by a Final Order of the Bankruptcy Court within 28 days of
the Petition Date
	 
	 	     (b) The Compensation Motion is not approved in its entirety without
modification by a Final Order of the Bankruptcy Court within 28 days of
the Petition Date; or
	 
	 	     (c) The Interim Cash Collateral Order and the Final Cash Collateral
Orders are not entered in their entirety without modification by the
Bankruptcy Court or the Final Cash Collateral Order does not become a
Final Order of the Bankruptcy Court within 28 days of the Petition Date.



Provided, that if the Interim Cash Collateral Order and the Final Cash
Collateral Orders, or either of them, are not entered in there entirety solely
because the Bankruptcy Court fails to grant a priority to Majestic Investor,
LLC, there shall be no right to terminate this Agreement based upon such event.
Any notice of termination made pursuant to this Section 11.1 must be given so
that it is received by the Consenting Noteholders and each of the Executives
not later than 30 days after the Petition Date. The Debtors shall at all times
have the right to waive any such condition. The waiver by the Debtors of any
condition shall not relieve any other party of any liability or obligation with
respect to any covenant or agreement set forth in this Agreement.


     Section 11.2 Consenting Noteholders Right to Terminate Agreement Upon
Condition Subsequent.


     This Agreement, at the option of Consenting Noteholders who are beneficial
owners (or record owners) of a majority of principal amount of the Notes, may
be terminated, effective at the time written notice of termination is given to
the Debtors and each of the Executives if:



		
	 	     (a) The Debtors fail to make the Pre-Petition Cash Distribution;
	 
	 	     (b) The Protocol Motion is not approved in its entirety without
modification by a Final Order of the Bankruptcy Court within 28 days of
the Petition Date;



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	 	     (c) The Compensation Motion is not approved in its entirety without
modification by a Final Order of the Bankruptcy Court within 28 days of
the Petition Date; or
	 
	 	     (d) The Interim Cash Collateral Order and the Final Cash Collateral
Orders are not entered in its entirety without modification by the
Bankruptcy Court or the Final Cash Collateral Order does not become a
Final Order of the Bankruptcy Court within 28 days of the Petition Date.



Provided, that if the Interim Cash Collateral Order and the Final Cash
Collateral Orders, or either of them, are not entered in there entirety solely
because the Bankruptcy Court fails to grant a priority to Majestic Investor,
LLC, there shall be no right to terminate this Agreement based upon such event.
Any notice of termination made pursuant to this Section 11.2 must be given so
that it is received by the Debtors and each of the Executives not later than 30
days after the Petition Date. The Consenting Noteholders who are beneficial
owners (or record owners) of a majority of principal amount of the Notes shall
at all times have the right to waive any such condition. The waiver by such
Consenting Noteholders of any condition shall not relieve any other party of
any liability or obligation with respect to any covenant or agreement set forth
in this Agreement.


     Section 11.3 Senior Management’s Right to Terminate Agreement Upon
Condition Subsequent. This Agreement, at the option of Senior Management, may
be terminated, effective at the time written notice of termination is given to
the Consenting Noteholders and the Debtors, if:



		
	 	     (a) The Protocol Motion is not approved in its entirety without
modification by a Final Order of the Bankruptcy Court within 28 days of
the Petition Date
	 
	 	     (b) The Compensation Motion is not approved in its entirety without
modification by a Final Order of the Bankruptcy Court within 28 days of
the Petition Date; or
	 
	 	     (c) The Interim Cash Collateral Order and the Final Cash Collateral
Orders are not entered in their entirety without modification by the
Bankruptcy Court or the Final
Cash Collateral Order does not become a Final Order of the
Bankruptcy Court within 28 days of the Petition Date.



Provided, that if the Interim Cash Collateral Order and the Final Cash
Collateral Orders, or either of them, are not entered in there entirety solely
because the Bankruptcy Court fails to grant a priority to Majestic Investor,
LLC, there shall be no right to terminate this Agreement based upon such event.
Any notice of termination made pursuant to this Section 11.3 must be given so
that it is received by the Debtors and Consenting Noteholders not later than 30
days after the Petition Date. Senior Management shall at all times have the
right to waive any such condition. The waiver by Senior Management of any
condition shall not relieve any other party of any liability or obligation with
respect to any covenant or agreement set forth herein.


     Section 11.4 Consenting Noteholder Default. Any of the following shall be
deemed a Consenting Noteholder Default:


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	 	     (a) The failure of any Consenting Noteholder to comply in all
material respects with its covenants under this Agreement, and ten (10)
Business Days shall have passed after written notice of such default is
given to the Consenting Noteholders, and such default remains uncured;
	 
	 	     (b) Any Consenting Noteholder shall publicly announce its intention
to not support the Restructuring if such statement is not retracted after
three (3) Business Days notice to the Consenting Noteholders;
	 
	 	     (c) The Purchase and Sale Agreement with Majestic Investor, LLC is
terminated as a result of a breach by any Consenting Noteholder of its
Undertaking dated November 22, 2000.
	 
	 	     (d) Any of the Consenting Noteholders shall propose a plan or take
other action in the Chapter 11 Cases on terms and conditions that are not
materially consistent and in accordance with this Agreement and twenty
(20) Business Days shall have passed after written notice of such default
is given to the Consenting Noteholders, and such default remains uncured;
and
	 
	 	     (e) Any representation or warranty of the Consenting Noteholders
contained in this Agreement shall have been materially incorrect and
shall have been made fraudulently.



     Section 11.5 Remedies in the Event of a Consenting Noteholder Default.
Provided that the Debtors and/or Senior Management have not terminated this
Agreement pursuant to Sections 11.1, 11.3 or 11.12 of this Agreement,
respectively, in addition to any other rights and remedies afforded Debtors
and/or Senior Management under this Agreement or applicable law (not
inconsistent with this Agreement), upon the occurrence of a Consenting
Noteholder Default, Debtors and/or Senior Management may:



		
	 	     (a) Seek redress from the Bankruptcy Court for specific performance
or summary enforcement of this Agreement or other equitable relief with
respect to the breaching Consenting Noteholders. Such relief may include
obtaining the appointment of an individual under Fed. R. Bankr. P. 7070
to urge and vote such Consenting Noteholder’s claim(s) in favor of the
Motions and a Plan which provides the Debtors, Senior Management and
Noteholders treatment in accordance with the terms of this Agreement;
	 
	 	     (b) Seek damages against the breaching Consenting Noteholder for the
breach of this Agreement in the Bankruptcy Court to the extent permitted
by law; and
	 
	 	     (c) Enforce any other right or remedy afforded under this Agreement
or applicable law in the Bankruptcy Court except termination of this
Agreement.



     Section 11.6 Debtors’ Default. Any of the following shall be deemed a
Debtors’ Default:


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	 	     (a) The Debtors shall not have filed the Chapter 11 Cases on or
before January 19, 2001;
	 
	 	     (b) A purchase agreement approved by the Bankruptcy Court either
pursuant to a Plan or a 363 Motion is terminated as a result of a
Debtor’s breach;
	 
	 	     (c) The Purchase and Sale Agreement with Majestic Investor, LLC is
terminated as a result of a breach by any of the Debtors of their
Undertaking dated November 22, 2000 unless such breach is the result of
action or inaction taken by the Debtors to comply with this Agreement;
	 
	 	     (d) Any of the Debtors shall publicly announce its intention not to
pursue the Plan on terms and conditions materially consistent and in
accordance with this Agreement if such statement is not retracted after
three (3) Business Days notice to the Debtors and each Executive;
	 
	 	     (e) Any of the Debtors shall propose a Plan or take other action in
the Chapter 11 Cases on terms and conditions that are not materially
consistent and in accordance with this Agreement after notice to Debtors
and each Executive and ten (10) Business Days opportunity to cure;
	 
	 	     (f) Any of the Debtors shall fail to comply in all material respects
with its covenants under this Agreement, and ten (10) Business Days shall
have passed after written notice of such default is given to such Debtor
and each Executive, and such default remains uncured;
	 
	 	     (g) Any representation or warranty of the Debtors contained in this
Agreement shall have been materially incorrect and shall have been made
fraudulently; or
	 
	 	     (h) The Debtors fail to make a post-Petition Date Excess Cash
Distribution payment as described in Section 4.2 of this Agreement,
provided such payment is
permitted by a final Bankruptcy Court order and such failure has not
been cured after ten (10) Business Days notice.



     Section 11.7 Remedies in the Event of a Debtors’ Default. Provided that
Consenting Noteholders who are beneficial owners (or record owners) of a
majority of principal amount of the Notes or Senior Management have not
terminated this Agreement pursuant to Sections 11.2, 11.3 or 11.12 of this
Agreement, respectively, in addition to any other rights and remedies afforded
Consenting Noteholders who at the time are beneficial owners (or record owners)
of a majority of a principal amount of the Notes and/or Senior Management under
this Agreement or applicable law (not inconsistent with this Agreement), upon
the occurrence of a Debtors’ Default, Consenting Noteholders who at the time
are beneficial owners (or record owners) of a majority of principal amount of
the Notes and/or Senior Management may:


     (a)  Seek redress from the Bankruptcy Court for specific performance or
summary enforcement of this Agreement or other equitable relief with respect to
the breaching Debtor, and such relief may include relief under Bankruptcy Rule
7070;


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     (b)  Seek damages against the breaching Debtor for the breach of this
Agreement in the Bankruptcy Court to the extent permitted by law; and


     (c)  Enforce any other right or remedy afforded under this Agreement or
applicable law in the Bankruptcy Court except termination of this Agreement.


     Section 11.8 Senior Management Default. Any of the following shall be
deemed a Senior Management Default:



		
	 	     (a) Any of the Debtors while in the control of Senior Management
shall publicly announce its intention not to pursue the Plan on terms and
conditions materially consistent and in accordance with this Agreement if
such statement is not retracted after three (3) Business Days notice to
the Debtors and each Executive;
	 
	 	     (b) Any of the Debtors while in the control of Senior Management
shall propose a Plan or take other action in the Chapter 11 Cases on
terms and conditions that are not materially consistent and in accordance
with this Agreement after notice to Debtors and each Executive and ten
(10) Business Days opportunity to cure;
	 
	 	     (c) Any of the Executives shall fail to comply in all material
respects with his covenants under this Agreement and twenty (20) Business
Days shall have passed after written notice of such default is given to
such Executive, and such default remains uncured; and
	 
	 	     (d) Any representation or warranty of Senior Management contained in
this Agreement shall have been materially incorrect and shall have been
made fraudulently.



     Section 11.9 Remedies in the Event of a Senior Management Default.
Provided that Consenting Noteholders who are beneficial owners (or record
owners) of a majority of principal amount of the Notes or the Debtors have not
terminated this Agreement pursuant to Sections 11.1, 11.3 or 11.12 of this
Agreement, respectively, in addition to any other rights and remedies afforded
Consenting Noteholders who at the time are beneficial owners (or record owners)
of a majority of a principal amount of the Notes and/or the Debtors under this
Agreement or applicable law (not inconsistent with this Agreement), upon the
occurrence of a Senior Management Default, Consenting Noteholders who at the
time are beneficial owners (or record owners) of a majority of principal amount
of the Notes and/or the Debtors may:



		
	 	     (a) Seek redress from the Bankruptcy Court for specific performance
or summary enforcement of this Agreement or other equitable relief with
respect to the breaching Executive, and such relief may include relief
under Bankruptcy Rule 7070;
	 
	 	     (b) Seek damages against the breaching Executive for the breach of
this Agreement in the Bankruptcy Court to the extent permitted by law;
and
	 
	 	     (c) Enforce any other right or remedy afforded under this Agreement
or applicable law in the Bankruptcy Court except termination of this
Agreement.



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     Section 11.10 Limited Right To Terminate Agreement By Consenting
Noteholders. Except as permitted by Section 11.1, 11.2, 11.3 and 11.12 of this
Agreement, this Agreement may not be terminated unless by Consenting
Noteholders who are beneficial owners (or record owners) of a majority of
principal amount of the Notes, and then only if:



		
	 	     (a) Relief shall be granted pursuant to a final order of the
Bankruptcy Court to any person other than a Consenting Noteholder or the
Indenture Trustee under Section 362(d) of the Bankruptcy Code, in a
manner that materially impairs the benefits of the Restructuring for the
Consenting Noteholders, and the order granting such relief shall not have
been stayed pending appeal, provided Debtors and Senior Management are
given notice under this Section within five (5) Business Days after a
motion for stay relief is filed;
	 
	 	     (b) Any examiner with expanded powers or trustee shall be appointed
in the Chapter 11 Cases, or any such cases shall be converted to cases
under chapter 7 or dismissed unless such appointment or conversion occurs
due to the urging of a Consenting Noteholder, the Informal Committee (or
the Official Noteholder Committee, as the case may be), the Indenture
Trustee or any of their professionals, except as provided in Section
11.10(c) of this Agreement;
	 
	 	     (c) The Bankruptcy Court enters a final order granting a motion for
relief brought by Consenting Noteholders who at the time are beneficial
owner (or record
owners of a majority of the principal amount of the Notes seeking
(i) the appointment of an examiner with expanded powers, (ii) the
appointment of a trustee in the Chapter 11 Cases, or (iii) conversion of
the Chapter 11 Cases to cases under Chapter 7 or dismissal of the Chapter
11 Cases; provided, however the granting of the relief is predicated upon
a finding of fraud by one or more of the Executives;
	 
	 	     (d) There has been a breach of Section 2.2 of this Agreement by the
Debtors while Senior Management is in control of the Debtors that has not
been cured after twenty (20) Business Days notice to the Debtors and each
of the Executives;
	 
	 	     (e) The Debtors fail to make a post-Petition Date Excess Cash
Distribution payment as described in Section 4.2 of this Agreement,
provided such payment is permitted by a final order of the Bankruptcy
Court and such failure has not been cured after ten (10) Business Days
notice to the Debtors and each of the Executives;
	 
	 	     (f) The Debtors assume the existing employment agreements with
Senior Management pursuant to Section 365 of the Bankruptcy Code;
	 
	 	     (g) There has been a breach of Section 5.8 of this Agreement by an
Executive or his Affiliate that is not cured after twenty (20) Business
Days notice to the Debtors and each of the Executives.
	 
	 	     (h) There has been a breach of Section 9.1 of this Agreement by the
Debtors and such breach has not been cured after five (5) Business Days
notice to the Debtors and



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	 	 	each of the Executive, provided, further,
however, that such default must be exercised no later than fifteen (15)
Business Days after the Petition Date;




		
	 	     (i) The Debtors file Plan(s) that do not seek the orderly
liquidation of the Operating Companies assets (or stock) and such default
is not cured after fifteen (15) Business Days notice to the Debtors and
each of the Executives;
	 
	 	     (j) There is a breach by an Executive of Section 5.5(b) of this
Agreement that is not cured after twenty (20) Business Days notice to the
Debtors and each of the Executives;
	 
	 	     (k) The Bankruptcy Court has not confirmed, by December 1, 2001, 31,
2002, Plan(s) contemplating the sale of any assets (or stock) of the
Debtors not then subject to be sold pursuant to an order of the
Bankruptcy Court, provided Senior Management remains in control of the
Debtors;
	 
	 	     (l) There is a breach by the Debtors of Section 10.1(a)(v) or (vii)
that is not cured after twenty (20) Business Days notice to the Debtors
and each of the Executives; or
	 
	 	     (m) Any representation or warranty of the Debtors contained in
Sections 8 (a), (b), (c) or (d) of this Agreement shall have been
materially incorrect when made and shall have been made fraudulently.



Written notice of any termination of this Agreement made pursuant to this
Section 11.10 must be given to the Debtors and each of the Executives within
ten (10) days of the occurrence of the basis for such termination. The
Consenting Noteholders who at the time are beneficial owners (or record owners)
of a majority of principal amount of the Notes shall at all times have the
right to waive any such condition. The waiver by such Consenting Noteholders
of any condition shall not relieve any other party of any liability or
obligation with respect to any covenant or agreement set forth in this
Agreement.


     Section 11.11 Prohibition on Right To Terminate Agreement By the Debtors’
or Senior Managements’ Default. Except as provided in Sections 11.1, 11.3 and
11.12, neither the Debtors nor Senior Management, or any of them, may terminate
this Agreement, unless the Indenture Trustee acts in a manner materially
inconsistent with this Agreement, fails to act in a manner materially
consistent with this Agreement, or fails to act in a manner materially
consistent with this Agreement absent indemnity, and such action or inaction
results in a material detriment to the Debtors or Senior Management, or any of
them.


     Section 11.12 Termination Due to Failure to Settle Papers and Orders. Any
party to this Agreement shall have the right to terminate this Agreement by
notice to all other parties to this Agreement that any of the papers or orders
made an exhibit to this Agreement (or an exhibit to an exhibit or a schedule to
this Agreement) have not been agreed upon by such party, in his or its sole and
absolute discretion. Any notice of termination under this Section shall not be
enforceable unless received by all non -terminating parties to this Agreement
on or before 11:00 AM A.M. PDT on December 1,2000 2000.



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Article XII


Miscellaneous




     Section 12.1 Successors and Assigns. This Agreement shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and permitted assigns. Other than the right of a Consenting
Noteholder to assign its rights hereunder in accordance with the provisions of
Article VII, a party hereto may not assign or transfer its rights or
obligations under this Agreement.


Settlement; Release.



		
	 	     (a) Release. On the Liquidation Date, each of Debtors, Senior
Management and the Consenting Noteholders and their successors and
assigns shall release and forever discharge each other and all of their
officers, directors, employees and agents, including all Debtors’
Professionals and Informal Committee Professionals, from any and all
actions, causes of action, debts, dues, claims, demands, liabilities and
obligations of every kind and nature, both in law and equity, known or
unknown, whether matured or unmatured, absolute or contingent, with
respect of conduct or activities occurring prior to, on, or subsequent to
the execution of this Agreement relating to the Notes except for the
rights and obligations of the parties under this Agreement, the
Liquidating Trust or Nevada Purchase Note(s), whether or not subject to a
pending dispute before the Bankruptcy Court; provided, however, that such
release shall not apply to (i) matters contemplated by the Plan(s) and
(ii) any liability of an attorney to its client not subject to a release
under the Bankruptcy Code or a Plan(s).
	 
	 	     (b) Exculpation. Subject to Bankruptcy Court approval, each Plan
shall provide that none of Senior Management, Consenting Noteholders, the
Indenture Trustee, Informal Committee, Official Noteholder Committee or
any of their respective present or former members, officers, directors,
employees, advisors, attorneys or agents shall have or incur any
liability to any holder of a claim, Debtors or any other
party-in-interest in the Chapter 11 Cases, or any of their respective
officers, directors, 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, pursuit of confirmation of a Plan, the
consummation of a Plan, Liquidating Trust or 363 Motion, except for
willful misconduct, and in all respects such persons shall be entitled to
reasonably rely upon the advice of counsel with respect to their duties
and obligations under a Plan; provided, however, that such exculpation
shall not apply to (i) matters contemplated by the Plan(s) and (ii) any
liability of an attorney to its client not subject to exculpation under
the Bankruptcy Code or a Plan(s).
	 
	 	     (c) Reservation of Rights. Except as expressly provided herein,
nothing in this Agreement (i) is intended to in any manner waive, limit,
impair or restrict the ability of the Consenting Noteholders to protect
and preserve their respective rights, remedies and
interests, including without limitation their respective claims
against FGC and the Guarantors and their respective full participation in
the Chapter 11 Cases, (ii) shall be 



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	 	deemed an admission of any sort, or
(iii) shall effect a modification of any Consenting Noteholder’s rights
under any document or agreement unless and until the Motions are
approved, and the Plan is confirmed and becomes effective. If the
transactions contemplated hereby are not consummated or if this Agreement
is terminated for any reason, each of the parties hereto fully reserve
any and all of their rights.



     Section 12.2 Notices. Any notice by any party to another party hereunder
shall be deemed sufficiently given if in writing either served by personal
delivery or sent by overnight courier guaranteeing next-day delivery or by
telecopy, addressed (until further written notice of change of address), as
follows:



	 	 	 
	if to Debtors, to:	 	 
	 	 	 
	 	 	
Fitzgeralds Gaming Corporation

301 Fremont Street

3097 East Warm Springs Road

Suite 100

Las Vegas, NV 8910189120

Attn: Philip D. Griffith

Telephone:(702)388940-22422202

Fax: (702)388940-55622207
	 	 	 
	with a copy to:	 	
Gordon & Silver, Ltd.

3960 Howard Hughes Parkway, 9th Floor

Las Vegas, NV 89109

Attn: Gerald M. Gordon, Esq.

Telephone: (702) 796-5555

Fax: (702) 369-2666



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	if to Senior Management, to:	 	 
	 	 	 
	 	 	
Michael E. McPherson

Fitzgeralds Gaming Corporation

301 Fremont Street

3097 East Warm Springs Road

Suite 100

Las Vegas, NV 8910189120

Telephone: (702) 388-2242940-2202

Fax: (702)388-5562940-2207



if to Informal Committee and/or Consenting Noteholders:



	 	 	 
	Putnam Investments, Inc.	 	
MSDW Advisors
	One Post Office Square	 	
Two World Trade Center
	Boston, Massachusetts 02109	 	
New York, New York 10048
	Telecopier: 617-760-8639	 	
Telecopier: 212-392-0094
	 	 	 
	     Attn: Paul Quistberg	 	
     Attn: Matthew Shulkin
	 	 	 
	Contrarian Capital	 	
Prudential Investments
	411 West Putnam Avenue	 	
Two Gateway Center
	Greenwich, Connecticut 06830	 	
Newark, New Jersey
	Telecopier: 203-629-1977	 	
Telecopier: 973-367-8047
	 	 	 
	     Attn: Jon Bauer	 	
     Attn: Terence Wheat



Copy to eachin care of:



	 	 	 
	Ropes & Gray	 	
Houlihan Lokey Howard & Zukin Capital
	One International Place	 	
685 Third Avenue
	Boston, Massachusetts 02110	 	
New York, New York 10017
	Telephone: 617-951-7000	 	
Telephone: 212-497-4100
	Telecopier: 617-951-7050	 	
Telecopier: 212-661-3070
	 	 	 
	Attn: Don DeAmicis, Esq	 	
Attn: William H. Hardie



     Notice given by personal delivery shall be effective upon delivery.
Notice transmitted by overnight courier guaranteeing next-day delivery shall be
effective on the next Business Day following timely delivery to such courier.
Notice transmitted by telecopy shall be effective when receipt is acknowledged.


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     Section 12.4 Amendments. This Agreement shall not be modified, amended or
otherwise changed without the written agreement of (i) all of the parties
heretoDebtors, (ii) all of the Executives and (iii) Consenting Noteholders
holding (or beneficially owning) an aggregate principal amount of Notes greater
than 50% of the outstanding principal amount of Notes held by the Consenting
Noteholders at the time of such amendment.


     Section 12.5 Enforcement. The parties hereby agree to jurisdiction of
the Bankruptcy Court with respect to questions arising under this Agreement.


     Section 12.6 Headings. The table of contents and the headings at the
beginning of the articles, sections and subsections of this Agreement are
solely for the convenience of the parties and are not a part of this Agreement.


     Section 12.7 Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document.


     Section 12.8 Entire Agreement. This Agreement (including all Exhibits
hereto) contains the entire understanding between the parties relating to its
subject matter and supersedes all prior agreements, understandings,
representations and statements, oral or written.


     Section 12.9 Time Is of the Essence. Time is of the essence under this
Agreement.


     Section 12.10 Extension of Senior Management’s Employment. In the event
all of the Operating Companies have not been sold by the Liquidation Date, the
parties agree to use reasonable efforts to negotiate a continuation of Senior
Management’s employment in order to resolve any remaining issues and liquidate
any remaining assets.


     Section 12.10 Section 12.11 Effect of Termination of This Agreement. If
this Agreement is terminated pursuant to Sections 11.1, 11.2 or 11.3, it shall
be deemed null and void and of no further force and effect, provided all other
remedies for any violation of this Agreement prior to such termination shall be
preserved.


     Section 12.11 Section 12.12 Jurisdiction; Waiver of Jury Trial. Each of
the parties hereby irrevocably consents to the jurisdiction of the Bankruptcy
Court prior to any dismissal of the Chapter 11 Cases to hear any dispute
arising out of or related to this Agreement and the transactions contemplated
hereby, whether in the nature of an adversary proceeding or a contested matter.
Each party irrevocably waives any defense of forum nonconveniens in such
action so long as it is brought in the Bankruptcy Court, also waives any
argument that any such action is a non-core matter, and hereby consents
such may be tried to, with final judgment entered by, the Bankruptcy Court,
subject to any rights of appeal.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


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     IN WITNESS WHEREOF, the parties have caused this Restructuring Agreement
to be executed as of the date first above written.



	 
	FITZGERALDS GAMING CORPORATION
	 
	By
	

	Its
	

	 
	FITZGERALDS, INC.
	 
	By
	

	Its
	

	 
	FITZGERALDS BLACK HAWK, INC.
	 
	By
	

	Its
	

	 
	FITZGERALDS BLACK HAWK II, INC.
	 
	By
	

	Its
	

	 
	FITZGERALDS LAS VEGAS, INC.
	 
	By
	

	Its
	

	 
	FITZGERALDS MISSISSIPPI, INC.
	 
	By
	

	Its
	




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	FITZGERALDS RENO, INC.
	 
	By
	

	Its
	

	 
	FITZGERALDS SOUTH, INC.
	 
	By
	

	Its
	

	 
	101 MAIN STREET, Limited Liability Company

LIMITED LIABILITY COMPANY
	 
	By
	

	Its
	

	 
	FITZGERALDS FREMONT EXPERIENCE CORPORATION
	 
	By
	

	Its
	




50






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	 	 	 	 	Principal Amt.
	 	 	 	 	of Notes
	 	 	
 	 	 





 

 

 

 

 


 

 

 

 

 




51






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	Dated:	 	
PUTNAM INVESTMENT MANAGEMENT, INC.	 	 
	 	 	
(Insert Rider)	 	 
	 	 	
On behalf of:	 	 
	 	 	 	 	 
	Notes: $3,170,000	 	
PUTNAM FUNDS TRUST – PUTNAM HIGH YIELD TRUST	 	 
	 	 	
Putnam Funds Trust – Putnam High Yield
	 	$3,170,000
	 	 	
Trust II	 	 
	Notes: $5,660,000	 	
PUTNAM FUNDS TRUST – PUTNAM HIGH YIELD TRUST II	 	 
	 	 	
Putnam Funds Trust – Putnam High Yield
	 	$5,660,000
	 	 	
Trust II	 	 
	Notes:	 	
Putnam High Yield Advantage Fund
	 	$16,855,000
	 	 	
PUTNAM HIGH YIELD ADVANTAGE FUND	 	 
	Notes:	 	
Putnam High Yield Trust
	 	$15,195,000
	 	 	
PUTNAM HIGH YIELD TRUST	 	 
	Notes: $1,260,000	 	
PUTNAM VARIABLE TRUST – PUTNAM VT DIVERSIFIED INCOME FUND	 	 
	 	 	
Putnam Variable Trust – Putnam VT
	 	$1,260,000
	 	 	
Diversified Income Fund	 	 
	Notes: $	 	
Putnam Master Income Trust
	 	$790,000
	 	 	
PUTNAM MASTER INCOME TRUST	 	 
	Notes: $4,630,000	 	
PUTNAM VARIABLE TRUST-PUTNAM VT HIGH YIELD FUND	 	 
	 	 	
Putnam Variable Trust-Putnam VT High Yield Fund
	 	$4,630,000
	Notes:$	 	
Putnam Premier Income Trust
	 	$2,020,000
	 	 	
PUTNAM PREMIER INCOME TRUST	 	 
	Notes:$	 	
Putnam Diversified Income Trust
	 	$6,890,000
	 	 	
PUTNAM DIVERSIFIED INCOME TRUST	 	 



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	Notes: $1,460,000	 	
PUTNAM MASTER INTERMEDIATE INCOME TRUST	 	 
	Notes: $380,000	 	
PUTNAM STRATEGIC INCOME FUND	 	 
	Notes: $420,000	 	
Putnam Master Intermediate Income Trust
	 	$1,460,000
	 	 	
Putnam Strategic Income Fund	 	 
	 	 	
PUTNAM MANAGED HIGH YIELD TRUST	 	 
	Notes: $190,000	 	
PUTNAM HIGH INCOME CONVERTIBLE AND BOND FUND	 	 
	Notes: $160,000	 	
Putnam Managed High Yield Trust
	 	$380,000
	 	 	
PUTNAM CONVERTIBLE OPPORTUNITIES AND INCOME TRUST	 	 
	Notes: $650,000	 	
PUTNAM ASSET ALLOCATION FUNDS – GROWTH PORTFOLIO	 	 
	Notes: $140,000	 	
PUTNAM VARIABLE TRUST-PUTNAM VT GLOBAL ASSET ALLOCATION FUND	 	 
	Notes: $180,000	 	
PUTNAM ASSET ALLOCATION FUND – CONSERVATIVE PORTFOLIO	 	 
	Notes: $300,000	 	
TRAVELERS SERIES FUND INC. – PUTNAM DIVERSIFIED INCOME PORTFOLIO	 	 
	Notes: $70,000	 	
LINCOLN NATIONAL GLOBAL ASSET ALLOCATION FUND, INC.
	 	$420,000
	 	 	
Putnam High Income Convertible And Bond Fund
	 	$190,000
	 	 	
Putnam Convertible Opportunities And Income Trust
	 	$160,000



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\

	 	 	 	 	 
	 	 	
Putnam Asset Allocation Funds – Growth Portfolio
	 	$650,000
	 	 	
Putnam Variable Trust-Putnam VT Global Asset Allocation Fund
	 	$140,000
	 	 	
Putnam Asset Allocation Fund – Conservative Portfolio
	 	$180,000
	 	 	
Travelers Series Fund Inc. – Putnam Diversified Income Portfolio 
	 	$300,000
	 	 	
Lincoln
National Global Asset Allocation Fund, Inc.
	 	$70,000
	 	 	 	 	 
	 	 	By 	 	 
	 	 	
	 	 
	 	 	
Title: Senior Vice President	 	 
	 	 	
Its	 	 
	 	 	

	 	 
	 	 	 	 	 
	Dated:	 	
THE PUTNAM ADVISORY COMPANY, INC.	 	 
	 	 	
On behalf of:	 	 
	Notes:$	 	
Ameritech Pension Trust
	 	$500,000
	 	 	
AMERITECH PENSION TRUST	 	 
	Notes: $240,000	 	
STRATEGIC GLOBAL FUND-HIGH YIELD FIXED INCOME FUND	 	 
	 	 	
Strategic Global Fund-High Yield Fixed Income (PUTNAMPutnam) FUND	 	$240,000
	Notes:$220,000	 	
ABBOTT LABORATORIES ANNUITY RETIREMENT PLAN	 	 
	Notes:$45,000	 	
PUTNAM WORLD TRUST II-PUTNAM HIGH YIELD BOND FUND (DUBLIN) Fund	 	 
	 	 	
Abbott Laboratories Annuity Retirement Plan
	 	$220,000
	 	 	
Putnam World Trust II-Putnam High Yield Bond Fund (Dublin)
	 	$45,000
	Notes:$	 	
Putnam CBO I, Limited
	 	$1,915,000
	 	 	
PUTNAM CBO I, LIMITED	 	 
	Notes:$3,000,000	 	
PUTNAM Putnam CBO II, LIMITED Limited
	 	$ 3,000,000



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By	 	 
	 	 	

	 	 
	 	 	
Title: Senior Vice President	 	 
	 	 	Its	 	 
	 	 	

	 	 
	 	 	 	 	 
	Dated:	 	
PUTNAM FIDUCIARY TRUST COMPANY	 	 
	 	 	
On behalf of:	 	 
	Notes:$	 	
Putnam High Yield Managed Trust
	 	$1,090,000
	 	 	
PUTNAM HIGH YIELD MANAGED TRUST	 	 
	Notes:$270,000	 	
PUTNAM HIGH YIELD FIXED INCOME FUND, LLC	 	 
	 	 	
Putnam High Yield Fixed Income Fund, LLC
	 	$270,000
	 	 	 	 	 
	 	 	
By	 	 
	 	 	

	 	 
	 	 	
Its	 	 
	 	 	

	 	 



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MORGAN STANLEY DEAN WITTER HIGH YIELD SECURITIES, INC.	 	 
	 	 	
By	 	 
	 	 	

	 	 
	Notes:$20,500,000	 	 	 	 
	 	 	Its	 	 
	 	 	

	 	 
	 	 	 	 	 
	 	 	
MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST	 	 
	 	 	By	 	 
	 	 	

	 	 
	Notes:$3,000,000	 	 	 	 
	 	 	
Its	 	 
	 	 	

	 	 
	 	 	 	 	 
	 	 	
MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST II	 	 
	 	 	
By	 	 
	 	 	

	 	 
	Notes:$4,500,000	 	 	 	 
	 	 	
Its	 	 
	 	 	

	 	 
	 	 	 	 	 
	 	 	
MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST III	 	 
	 	 	
By	 	 
	 	 	

	 	 
	Notes:$1,500,000	 	 	 	 
	 	 	
Its	 	 
	 	 	

	 	 
	 	 	 	 	 
	 	 	
MORGAN STANLEY DEAN WITTER VARIABLE INVESTMENT SERIES—
HIGH YIELD PORTFOLIO	 	 
	 	 	
By	 	 
	 	 	

	 	 
	Notes: $9,915,000	 	 	 	 
	 	 	
Its	 	 
	 	 	

	 	 
	 	 	 	 	 
	 	 	
MORGAN STANLEY DEAN WITTER DIVERSIFIED INCOME TRUST	 	 
	 	 	
By	 	 
	 	 	

	 	 
	Notes:$8,900,000	 	 	 	 



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Its	 	 
	 	 	

	 	 
	 	 	 	 	 
	 	 	
MORGAN STANLEY DEAN WITTER SELECT DIMENSIONS
INVESTMENT SERIES—THE DIVERSIFIED INCOME PORTFOLIO	 	 
	 	 	
Title: Senior Vice President	 	 
	 	 	
By	 	 
	 	 	

	 	 
	Notes:$850,000	 	 	 	 
	 	 	
Its	 	 
	 	 	

	 	 
	Dated:	 	
CONTRARIAN CAPITAL MANAGEMENT, L.L.C.
	 	$32,352,000
	 	 	
By	 	 
	 	 	

	 	 
	Notes:	 	 	 	 
	 	 	
Its $28,554,000	 	 
	 	 	

	 	 
	 	 	
Its	 	 
	 	 	 	 	 
	Dated:	 	
CONTRARIAN CAPITAL ADVISORS, L.L.C.
	 	$5,296,000
	 	 	
By	 	 
	 	 	

	 	 
	Notes:	 	 	 	 
	 	 	
Its $5,296,000	 	 
	 	 	

	 	 
	 	 	
Its	 	 
	Dated:	 	
PRUDENTIAL HIGH YIELD FUND, INC

By Prudential Investment Corporation, as Investment Advisor
	 	$15,000,000
	 	 	
By	 	 
	 	 	

	 	 
	 	 	
Its	 	 
	 	 	

	 	 
	 	 	 	 	 
	Dated:	 	
THE PRUDENTIAL SERIES FUND, INC.,
HIGH YIELD FUND, INC. BOND PORTFOLIO, By Prudential
Investment Corporation, as Investment Advisor
	 	$ 2,375,000
	 	 	
By	 	 
	 	 	

	 	 
	Notes: $15,000,000	 	 	 	 



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Its	 	 
	 	 	

	 	 
	 	 	 	 	 
	Dated:	 	
AVENUE INVESTMENTS, L.P.
THE PRUDENTIAL SERIES FUND, INC., HIGH YIELD BOND
PORTFOLIO, By Prudential Investment Corporation,
as Investment Advisor
	 	$11,250,000
	 	 	
By Avenue Partners, LLC, general partner	 	 
	 	 	
By	 	 
	 	 	

	 	 
	Notes: $2,375,000	 	 	 	 
	 	 	
Its	 	 
	 	 	

	 	 
	 	 	 	 	 
	Dated:	 	
AVENUE INTERNATIONAL, LTD.
	 	$11,250,000
	 	 	
By Avenue International Advisors, LLC, its agent	 	 
	 	 	
By	 	 
	 	 	

	 	 
	 	 	
Its	 	 
	 	 	

	 	 
	 	 	 	 	 
	Dated:	 	
AVENUE SPECIAL SITUATIONS FUND II, LP
	 	$12,500,000
	 	 	
By Avenue Capital Partners, II, LLC, general partner	 	 
	 	 	
By	 	 
	 	 	

	 	 
	 	 	
Its	 	 
	 	 	

	 	 
	 	 	 	 	 
	Dated:	 	
THE VARDE FUND, L.P.
	 	$1,000,000
	 	 	
By Varde Partners, L.P., its general partner	 	 
	 	 	
By Varde Partners, Inc., its general partner	 	 
	 	 	
By	 	 
	 	 	

	 	 
	 	 	
Its	 	 
	 	 	

	 	 
	 	 	 	 	 
	Dated:	 	
THE VARDE FUND IV-A, L.P.
	 	$3,500,000
	 	 	
By Varde Partners, L.P., its general partner	 	 
	 	 	
By Varde Partners, Inc., its general partner	 	 
	 	 	
By	 	 
	 	 	

	 	 
	 	 	
Its	 	 
	 	 	

	 	 



58






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	Dated:	 	
THE VARDE FUND V, L.P.
	 	$2,000,000
	 	 	
By Varde Partners, L.P., its general partner	 	 
	 	 	
By Varde Partners, Inc., its general partner	 	 
	 	 	
By	 	 
	 	 	

	 	 
	 	 	
Its	 	 
	 	 	

	 	 
	 	 	 	 	 
	Dated:	 	
THE VARDE SELECT FUND, L.P.
	 	$2,000,000
	 	 	
By Varde Partners, L.P., its general partner	 	 
	 	 	
By Varde Partners, Inc., its general partner	 	 
	 	 	
By	 	 
	 	 	

	 	 
	 	 	
Its	 	 
	 	 	

	 	 
	 	 	 	 	 
	Dated:	 	
JEFFERIES & CO., INC.
	 	$6,899,998.39
	 	 	
By	 	 
	 	 	

	 	 
	 	 	
Its	 	 
	 	 	

	 	 
	 	 	 	 	 
	Dated:	 	
CREDIT SUISSE
ASSET MANAGEMENT, LLC
	 	$
	 	 	 	 	 
	 	 	
On Behalf of:	 	 
	 	 	 	 	 
	 	 	
Alcan Corp. Master Retirement Trust
	 	$
	 	 	
Warburg Pincus Balanced Fund
	 	$
	 	 	
Diocese of Buffalo Priests Retirement Plan
	 	$
	 	 	
Diocese of Buffalo Lay Employees Plan
	 	$
	 	 	
Diocese of Buffalo Fixed
	 	$
	 	 	
Carnegie Mellon Fixed Income Fund
	 	$
	 	 	
Nestle USA
	 	$
	 	 	
Credit Suisse Asset Management Income Fund
	 	$



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Sydney CSAM High Grade Bond Fund
	 	$
	 	 	
CSAM Investment Trust – US High Yield Series
	 	$
	 	 	
DLJ High Yield Bond Fund
	 	$
	 	 	
Public Employees Retirement System Of Idaho
	 	$
	 	 	
Northwestern University
	 	$
	 	 	
Warburg Pincus US Core Fixed Income Fund
	 	$
	 	 	
Saks Fifth Avenue Pension Plan
	 	$
	 	 	
SEI Institutional Managed Trust
	 	$
	 	 	
Multi-Style, Multi-Manager Funds
	 	$
	 	 	
The UCLA Foundation
	 	$
	 	 	
University Of Maryland
	 	$
	 	 	
Westmoreland County
	 	$
	 	 	
Warburg Pincus
	 	$
	 	 	
Fixed Income Fund	 	 
	 	 	
Warburg Pincus Global Fixed Income Fund
	 	$
	 	 	
DLJ High Yield Bond Fund
	 	$
	 	 	 	 	 
	 	 	
By	 	 
	 	 	

	 	 
	 	 	
Its	 	 
	 	 	

	 	 




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SENIOR MANAGEMENT



	 	 	 	 	 
	Stock:	 	 	 	 
	 	 	


	 	

	 	 	 	 	Philip D. Griffith
	 	 	 	 	 
	Stock:	 	 	 	 
	 	 	


	 	

	 	 	 	 	Michael E. McPherson
	 	 	 	 	 
	Stock:	 	 	 	 
	 	 	


	 	

	 	 	 	 	Max L. Page
	 	 	 	 	 
	Stock:	 	 	 	 
	 	 	


	 	

	 	 	 	 	Paul H. Manske



61






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EXHIBIT “1”

PROTOCOL MOTION


62






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EXHIBIT “2”

[FORM OF] ESCROW AGREEMENT FOR THE

RETENTION AND SEVERANCE PAYMENT (SEE SECTION 7.2(b))


63






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EXHIBIT “3”

COMPENSATION MOTION


64






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EXHIBIT “4”

[FORM OF] LIQUIDATING TRUST AGREEMENT


65






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EXHIBIT “5”

[FORM OF] TRANSFEREE AGREEMENT


66






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EXHIBIT “6”

[FORM OF] LEGAL OPINION


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EXHIBIT “7”

SUBSIDIARIES



	1.	 	Fitzgeralds Black Hawk, Inc.
	2.	 	Fitzgeralds Black Hawk II, Inc.
	3.	 	Fitzgeralds Las Vegas, Inc.
	4.	 	Fitzgeralds Mississippi, Inc.
	5.	 	Fitzgeralds Reno, Inc.
	6.	 	Fitzgeralds South, Inc.
	7.	 	101 Main Street, Limited Liability Company
	8.	 	Fitzgeralds Incorporated
	9.	 	Fitzgeralds Fremont Experience Corporation
	10.	 	Fitzgeralds Arizona Management, Inc.
	11.	 	Nevada Club
	12.	 	Fitzgeralds Management Corporation
	13.	 	Fitzgeralds Sugar Creek, Inc., a revoked Missouri corporation owned by
Fitzgeralds Incorporated




68






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EXHIBIT “8”

AGREEMENT REGARDING USE OF CASH COLLATERAL


69






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EXHIBIT “9”

INTERIM FEE PROCEDURES MOTION AND ORDER


70






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SCHEDULE 2.3

LIENS



	 	 	 	 	 
	Entity	 	Secured Creditor	 	Description of Collateral
	
	 	
	 	

	1. FGC	 	
Foothill Capital Corporation
	 	Pledge of FGC’s interest in
FSI; pledge of FSI’s interest
in FMI and FLVI; pledge of
FLVI’s interest in FFEC; pledge
of FI’s interest in FBHI
membership interest in 101Main;
security interest in certain
real and personal property
assets; trademark security
interest in certain trademarks;
copyright security interest in
certain copyrights; deed of
trust in all real and personal
property assets; and a First
Preferred Ship Mortgage on the
whole of the Fitzgeralds
Tunica.
	 	 	 	 	 
	 	 	
Nevada State Bank
	 	Letter of Credit ($164,000)
	 	 	 	 	 
	2. FLVI	 	
Foothill Capital Corporation
	 	Pledge of FGC’s interest in
FSI; pledge of FSI’s interest
in FMI and FLVI; pledge of
FLVI’s interest in FFEC; pledge
of FI’s interest in FBHI
membership interest in 101Main;
security interest in certain
real and personal property
assets; trademark security
interest in certain trademarks;
copyright security interest in
certain copyrights; deed of
trust in all real and personal
property assets; and a First
Preferred Ship Mortgage on the
whole of the Fitzgeralds
Tunica.
	 	 	 	 	 
	 	 	
Colonial Pacific Leasing
	 	Purchase money security interest in

computer equipment
	 	 	 	 	 
	 	 	
IBM Credit Corporation
	 	Purchase money

security interest in certain equipment
	 	 	 	 	 
	 	 	
CIT Group Equipment
	 	Equipment Lease (Forklift)
	 	 	 	 	 
	 	 	
NFTC Capital Corporation
	 	Equipment Lease



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	Entity	 	Secured Creditor	 	Description of Collateral
	
	 	
	 	

	 	 	
Simplex
	 	Equipment lease for
time recorder and software
	 
	3. FMI	 	
Foothill Capital Corporation
	 	Pledge of FGC’s interest in
FSI; pledge of FSI’s interest
in FMI and FLVI; pledge of
FLVI’s interest in FFEC; pledge
of FI’s interest in FBHI
membership interest in 101Main;
security interest in certain
real and personal property
assets; trademark security
interest in certain trademarks;
copyright security interest in
certain copyrights; deed of
trust in all real and personal
property assets; and a First
Preferred Ship Mortgage on the
whole of the Fitzgeralds
Tunica.
	 	 	 	 	 
	 	 	
Colonial Pacific Leasing
	 	Purchase money security interest in

computer equipment
	 	 	 	 	 
	 	 	
IBM Credit Corporation
	 	Purchase money

security interest in certain equipment
	 	 	 	 	 
	 	 	
NTFC Capital Corp.
	 	Equipment Lease
	 	 	 	 	 
	 	 	
Northwest Carpets
	 	Lien on all carpets
	 	 	 	 	 
	4. 101Main	 	
Foothill Capital Corporation
	 	Pledge of FGC’s interest in
FSI; pledge of FSI’s interest
in FMI and FLVI; pledge of
FLVI’s interest in FFEC; pledge
of FI’s interest in FBHI
membership interest in 101Main;
security interest in certain
real and personal property
assets; trademark security
interest in certain trademarks;
copyright security interest in
certain copyrights; deed of
trust in all real and personal
property assets; and a First
Preferred Ship



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	Entity	 	Secured Creditor	 	Description of Collateral
	
	 	
	 	

	 	 	 	 	Mortgage on the whole of the
Fitzgeralds Tunica.
	 	 	 	 	 
	5. FRI	 	
Foothill Capital Corporation
	 	Pledge of FGC’s interest in
FSI; pledge of FSI’s interest
in FMI and FLVI; pledge of
FLVI’s interest in FFEC; pledge
of FI’s interest in FBHI
membership interest in 101Main;
security interest in certain
real and personal property
assets; trademark security
interest in certain trademarks;
copyright security interest in
certain copyrights; deed of
trust in all real and personal
property assets; and a First
Preferred Ship Mortgage on the
whole of the Fitzgeralds
Tunica.
	 	 	 	 	 
	 	 	
IBM Credit Corporation
	 	Purchase money

security interest in certain equipment
	 	 	 	 	 
	 	 	
Scout Development
	 	Secured by real property

(parking garage)
	 	 	 	 	 
	 	 	
Young Electric Sign Co.
	 	Purchase money

security interest in signage
	 	 	 	 	 
	 	 	
Ecolab
	 	Leasing of Dishwashers



Any non-consensual lien in favor of governmental unit entitled to priority as a
matter of applicable law, including any perpetual lien for property taxes,
assessments or other charges.


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SCHEDULE 8.1

CLAIMS/INTERESTS



	1.	 	Philip D. Griffith Employment Agreement dated June 28,
1999 w/all rights thereunder
	 
	2.	 	Indemnification Agreement dated July 14, 1995 between
FGC and Philip D. Griffith
	 
	3.	 	Philip D. Griffith FGC Stock Ownership of Record
(3,419,105); FGC Stock Options (100,000)
	 
	4.	 	Max Page Employment Agreement dated September 1, 1999
w/all rights thereunder
	 
	5.	 	Max Page FGC Stock Ownership of Record (123,565); FGC
Stock Options (9,000)
	 
	6.	 	Michael E. McPherson Employment Agreement dated July 5,
1999 w/all rights thereunder
	 
	7.	 	Indemnification Agreement dated July 14, 1995 between
FGC and Michael E. McPherson
	 
	8.	 	Michael E. McPherson FGC Stock Options (19,000)
	 
	9.	 	Paul H. Manske Employment Agreement dated September 1,
1999 w/all rights thereunder
	 
	10.	 	Paul H. Manske FGC Stock Ownership of Record (123,565);
FGC Stock Options (19,000)
	 
	11.	 	Claims of Philip D. Griffith in respect of any actions
respecting Missouri gaming licensing and gaming operation,
including any claims of Philip D. Griffith against Fitzgeralds
Sugar Creek, Inc., a revoked Missouri corporation in this regard
	 
	12.	 	Any possible claims that the Senior Management may have
as officers and directors of the Debtors or non-Debtor
affilliatesaffiliates under various state corporate laws for
indemnification, contribution and subrogation



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For each of the Executives, any rights pursuant to any insurance policies
including Directors and Officers Liability Insurance.



	 	 	 	 	 	 	 
	Philip D. Griffith	 	 	 	(initials)
	 	 
	 	 	

	 	 	 	 
	 	 	 	 	 	 	 
	Paul H. Manske	 	 	 	(initials)	 	 
	 	 	

	 	 	 	 
	 	 	 	 	 	 	 
	Max L. Page	 	 	 	(initials)	 	 
	 	 	

	 	 	 	 
	 	 	 	 	 	 	 
	Michael E. McPherson	 	 	 	(initials)	 	 
	 	 	

	 	 	 	 





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