1 EXHIBIT 1 FITZGERALDS GAMING CORPORATION $205,000,000 12 1/4% Senior Secured Notes due 2004 PURCHASE AGREEMENTPurchase Agreement • January 12th, 1998 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation • New York
1 EXHIBIT 10.5 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this "Agreement"), dated as of October 29, 1998, is entered into between FITZGERALDS SOUTH, INC., a Nevada corporation, FITZGERALDS MISSISSIPPI, INC., a Mississippi corporation, FITZGERALDS LAS...Pledge Agreement • December 4th, 1998 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation • California
1 EXHIBIT 10.6 SECURITY AGREEMENT This SECURITY AGREEMENT (this "Agreement"), is entered into as of October 29, 1998 between FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"), and each of the undersigned Subsidiaries of Fitzgeralds...Security Agreement • December 4th, 1998 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation • California
RECITALSService Agreement • April 15th, 2002 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
1 2 holders of Warrant Shares to require a purchaser of Common Stock from a Significant Shareholder, as defined in the Warrant Agreement, to purchase Warrants or Warrant Shares from the Warrantholders or the holders of the Warrant Shares, and (ii) the...Shareholders' Agreement • March 30th, 1999 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation
5,882,000 Principal Amount of 13% Priority Secured Notes Due December 31, 1998Note Purchase Agreement • January 13th, 1997 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation • New York
INDENTUREFitzgeralds Gaming Corp • January 12th, 1998 • Services-miscellaneous amusement & recreation • New York
AGREEMENTEmployment Agreement • August 17th, 1999 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 7th, 2000 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
AGREEMENTEmployment Agreement • November 12th, 1999 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
1 EXHIBIT 10.3 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (this "Agreement"), dated as of October 29, 1998, is entered into between FITZGERALDS GAMING CORPORATION, a Nevada corporation ("Pledgor"), and FOOTHILL CAPITAL CORPORATION, a...Stock Pledge Agreement • December 4th, 1998 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation • California
1 EXHIBIT 10.9 ENVIRONMENTAL INDEMNITY TO: FOOTHILL CAPITAL CORPORATION, a California corporation This ENVIRONMENTAL INDEMNITY ("Indemnity"), dated as of October 29, 1998, is made by FITZGERALDS GAMING CORPORATION, a Nevada corporation, FITZGERALDS...Fitzgeralds Gaming Corp • December 4th, 1998 • Services-miscellaneous amusement & recreation • California
EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT BY AND BETWEEN FITZGERALDS GAMING CORPORATIONLoan and Security Agreement • December 4th, 1998 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation • California
1 EXHIBIT 10.1 PURCHASE AGREEMENTPurchase Agreement • May 11th, 2000 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
1 EXHIBIT 10.15 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (this "Agreement"), dated as of October 29, 1998, is made among the Obligors (as defined below), and FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"). WHEREAS,...Subordination Agreement • December 4th, 1998 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation • California
AGREEMENT REGARDING PRE-NEGOTIATED RESTRUCTURINGAgreement • December 7th, 2000 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation
Exhibit I-1 (Form of Intercreditor Agreement)Intercreditor Agreement • December 4th, 1998 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation • New York
QUARTER(S) [OR BLOCKS _____ OF _______ LOCATED IN], SECTION ____, TOWNSHIP ____, RANGE ______ CITY OF _______ TUNICA COUNTY, MISSISSIPPI ------------------------------------------------------------------------------- DEED OF TRUST, SECURITY AGREEMENT...Fitzgeralds Gaming Corp • January 12th, 1998 • Services-miscellaneous amusement & recreation • Mississippi
SECOND MODIFICATION OF DEED OF TRUSTAcknowledgment and Agreement • August 13th, 1997 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
FITZGERALDS GAMING CORPORATION Issuer ANDFitzgeralds Gaming Corp • January 13th, 1997 • Services-miscellaneous amusement & recreation • New York
RECITALSTrademark Security Agreement • December 4th, 1998 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation • California
1 EXHIBIT 10.13 Prepared By and Upon Recordation Return To: McGLINCHEY STAFFORD 643 Magazine Street New Orleans, LA 70130 Attn: Julia H. Terry DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING WITH FINANCING STATEMENT AND ASSIGNMENT OF RENTS...Fitzgeralds Gaming Corp • December 4th, 1998 • Services-miscellaneous amusement & recreation • California
1 EXHIBIT 10.3 SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • January 12th, 1998 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation • New York
1 EXHIBIT 10.4 Prepared By and Upon Recordation Return To: THE BANK OF NEW YORK 101 Barclay Street - 21W New York, New York 10286 Attention: Corporate Trust Administration ------------------------------------------------------------------ DEED OF...Fitzgeralds Gaming Corp • January 12th, 1998 • Services-miscellaneous amusement & recreation • Nevada
1 EXHIBIT 10.4 GENERAL CONTINUING GUARANTY THIS GENERAL CONTINUING GUARANTY ("Guaranty"), dated as of October 29, 1998, is executed and delivered by each of the undersigned Subsidiaries of Fitzgeralds Gaming Corporation, a Nevada corporation...Fitzgeralds Gaming Corp • December 4th, 1998 • Services-miscellaneous amusement & recreation • California
3- 4 If Executive terminates his contract prior to the expiration of the period of employment or if the company is continuing payments pursuant to Section 3, the Employee may not be employed or provide services for any Casino Licensee in either Reno,...Employment Agreement • March 31st, 1998 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
1 EXHIBIT 10.8 Prepared By and Upon Recordation Return To: THE BANK OF NEW YORK 101 Barclay Street - 21W New York, New York 10286 Attention: Corporate Trust Administration -------------------------------------------------------------------------------...Fitzgeralds Gaming Corp • January 12th, 1998 • Services-miscellaneous amusement & recreation • Nevada
Escrow No. 1999-16269 TD COPY has not been compared Order No. 1999-16269 RB with the Original Document. WCP. -------------------------------- ASSIGNMENT OF RENTS AND LEASES A. FITZGERALDS RENO, INC., a Nevada corporation ("Assignor") whose address for...Fitzgeralds Gaming Corp • May 11th, 2000 • Services-miscellaneous amusement & recreation
RECITALSAgreement • March 21st, 2000 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
EXHIBIT 10.11 AFTER RECORDING, MAIL TO: Brobeck, Phleger & Harrison LLP 550 South Hope Street Los Angeles, California 90071 Attention: James D. Prendergast, Esq. DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING WITH ASSIGNMENT OF RENTS (WASHOE COUNTY)Lease Agreement • December 4th, 1998 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
1 EXHIBIT 10.10 AFTER RECORDING, MAIL TO: Brobeck, Phleger & Harrison LLP 550 South Hope Street Los Angeles, California 90071 Attention: James D. Prendergast, Esq. DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING WITH ASSIGNMENT OF RENTS (CLARK...Security Agreement • December 4th, 1998 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
1- 2 Intercreditor Agreement, the Obligor Subordination Agreement, any note or notes executed by any Obligor and payable to Foothill, and any other agreement entered into, now or in the future, in connection with this Agreement.Loan and Security Agreement • March 21st, 2000 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation • California
RECITALSCopyright Security Agreement • December 4th, 1998 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation • California
LABOR AGREEMENT betweenLabor Agreement • March 30th, 1999 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation
1 EXHIBIT 10d MANAGEMENT AGREEMENT THIS AGREEMENT is entered into this 17th day of August, 1997, by and between 101 MAIN STREET LIMITED LIABILITY COMPANY, a Colorado Limited Liability Company whose address is 101 Main Street, Black Hawk, CO 80422...Management Agreement • March 30th, 1999 • Fitzgeralds Gaming Corp • Services-miscellaneous amusement & recreation
