UNITED STATES BANKRUPTCY COURT DISTRICT OF NEVADA

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EXHIBIT 10.2

GORDON & SILVER, LTD.

UNITED STATES BANKRUPTCY COURT

DISTRICT OF NEVADA

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     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;

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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.

Respectfully submitted,

GORDON & SILVER, LTD.

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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

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EXHIBIT LIST

EXHIBITS TO
AGREEMENT REGARDING PRE-NEGOTIATED RESTRUCTURING

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RECITALS

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AGREEMENT

Article I
Definitions

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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.

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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.

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

Article II
General Terms of Restructuring

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Article III
Liquidation of Operating Companies and the Chapter 11 Cases

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Article IV
Treatment of Noteholder Claims

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Article V
Senior Management Incentive Program

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Article VI

Article VII

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Article VIII

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Article IX
Bankruptcy Process

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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.

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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;

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Article X
Conduct of Business

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Article XI
Conditions Subsequent, Defaults and Remedies

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.

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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:

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.

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.

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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:

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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.

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Article XII
Miscellaneous

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if to Informal Committee and/or Consenting Noteholders:

in care of:

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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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SENIOR MANAGEMENT

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EXHIBIT “1”
PROTOCOL MOTION

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EXHIBIT “2”
[FORM OF] ESCROW AGREEMENT FOR THE
RETENTION AND SEVERANCE PAYMENT (SEE SECTION 7.2(b))

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EXHIBIT “3”
COMPENSATION MOTION

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EXHIBIT “4”
[FORM OF] LIQUIDATING TRUST AGREEMENT

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EXHIBIT “5”
[FORM OF] TRANSFEREE AGREEMENT

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EXHIBIT “6”
[FORM OF] LEGAL OPINION

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EXHIBIT “7”
SUBSIDIARIES

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EXHIBIT “8”
AGREEMENT REGARDING USE OF CASH COLLATERAL

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EXHIBIT “9”
INTERIM FEE PROCEDURES MOTION AND ORDER

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SCHEDULE 2.3
LIENS

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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

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

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EXHIBIT 00002

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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

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EXHIBIT LIST

EXHIBITS TO
AGREEMENT REGARDING PRE-NEGOTIATED RESTRUCTURING

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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’

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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:

     “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.

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Article III
Liquidation of Operating Companies and the Chapter 11 Cases

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

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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.

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     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:

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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

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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.

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     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.

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          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.

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     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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     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.

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     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

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     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:

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     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:

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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.

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                  (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;

     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:

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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:

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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

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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:

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:

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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:

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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     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:

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

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     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:

     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:

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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:

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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

     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.

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     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:

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if to Informal Committee and/or Consenting Noteholders:

Copy to eachin care of: