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
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
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
FITZGERALDS GAMING CORPORATION Issuer ANDFitzgeralds Gaming Corp • January 13th, 1997 • Services-miscellaneous amusement & recreation • New York
1 EXHIBIT 10.2 FITZGERALDS GAMING CORPORATION $205,000,000 12 1/4% Senior Secured Notes due 2004 REGISTRATION RIGHTS AGREEMENTFitzgeralds Gaming Corp • January 12th, 1998 • 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
RECITALSTrademark Security Agreement • December 4th, 1998 • Fitzgeralds Gaming Corp • 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 10.8 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
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
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 10.7 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 • Colorado
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
DRAFT - SUBJECT TO MODIFICATION CONFIDENTIAL AND PROPRIETARY - SUBJECT TO USE RESTRICTIONS ------------------------------------------------------------------ -------------------------------------------------- FITZGERALDS GAMING...Fitzgeralds Gaming Corp • December 7th, 2000 • Services-miscellaneous amusement & recreation
PAYROLL AND RELATED EXPENSES Casino 32,432,523 33,299,077 33,738,570 34,538,585 35,347,561 Food and Beverage 15,909,858 16,363,539 16,694,005 17,135,614 17,592,418 Hotel 13,445,184 13,753,714 14,066,171 14,401,243 14,768,766 Other Operating Departments 1,403,765 1,456,696 1,469,520 1,507,376 1,548,665 Other Departments 23,919,039 24,625,668 25,481,760 26,108,981 26,771,268 ----------------------------------------------------------------------------- TOTAL PAYROLL AND RELATED EXPENSES 87,110,369 89,498,694 91,450,026 93,691,799 96,028,678 -----------------------------------------------------------------------------
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
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
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
