Contract
EXHIBIT
10.19
WHEREVER
CONFIDENTIAL INFORMATION IS OMITTED HEREIN (SUCH DELETIONS ARE DENOTED BY AN
ASTERISK), SUCH CONFIDENTIAL INFORMATION HAS BEEN SUBMITTED SEPARATELY TO THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT
THIS
COMMERCIAL PLEDGE AGREEMENT is entered into among Nevada
Gold
& Casinos, Inc., (referred to below as "Borrower"); Nevada Gold
BVR,
LLC,
(referred to below as "Debtor"); and * (referred to below as
"Lender").
GRANT
OF SECURITY INTEREST.
For
valuable consideration, Debtor
grants
to Lender
a
security interest in the Collateral
to
secure the Indebtedness.
TERMS
AND CONDITIONS.
This
Commercial Pledge Agreement is executed contemporaneously with a Security
Agreement entitled, “January 2006 Security Agreement” also known as “1/06 SA,”
between Nevada Gold & Casinos, Inc. and *. The terms and conditions of that
agreement shall govern the rights and liabilities of the parties hereunder
as
though:
| 1. |
The
text of the “January 2006 Security Agreement” also known as “1/06 SA,”
were set forth at length herein.
|
| 2. |
The
obligations of the Debtor herein respecting the collateral shall be
the
same as the obligations of the Maker under the terms of the “January 2006
Security Agreement” also known as “1/06
SA.”
|
COLLATERAL.
The
word
"Collateral" means all ownership interest of Debtor in a certain promissory
note
and security agreement executed in favor of Debtor by the Buena Vista
Development Company, LLC, in the principal amount of $14,810,200 as attached
hereto as exhibit "A".
Together
with all Income and Proceeds from the Collateral as defined below.
GUARANTOR.
The
word "Guarantor" means and includes without limitation each and all of the
guarantors, sureties, and accommodation parties in connection with the
Indebtedness.
INCOME
AND PROCEEDS.
The
words "Income and Proceeds" mean all present and future income, proceeds.
earnings, increases, and substitutions from or for the Collateral of every
kind
and nature, including without limitation all payments, interest, profits,
distributions, benefits, rights, options, warrants, dividends, stock dividends,
stock splits. stock rights. regulatory dividends. distributions, subscriptions,
monies, claims for money due and to become due, proceeds of any insurance on
the
Collateral, shares of stock of different par value or no par value issued in
substitution or exchange for shares included in the Collateral, and all other
property Debtor is entitled to receive on account of such Collateral, including
accounts, documents, instruments, chattel paper, and general
intangibles.
INDEBTEDNESS.
The
word "Indebtedness" means the indebtedness evidenced by the Note, including
all
principal and interest, Debtor’s obligations under its Guaranty executed
contemporaneously herewith, together with all other obligations, indebtedness,
costs and expenses for which Borrower or Debtor is responsible under this
Agreement or under any of the Related Documents.
LENDER.
The
word "Lender" means *, her successors and assigns.
NOTE.
The
word "Note" means that certain Promissory Note executed January 19, 2006 by
Borrower payable to Lender in the original principal amount of Fifty Five
Million Dollars ($55,000,000.00).
RELATED
DOCUMENTS.
The
words "Related Documents" mean and include without limitation all promissory
notes, credit agreements, loan agreements, environmental agreements, guaranties,
security agreements, mortgages, deeds of trust, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in
connection with the Indebtedness. The term includes, without limiting the
generality of the foregoing, that certain document entitled, “Amended and
Restated Credit Facility,” “January 2006 Security Agreement” also known as “1/06
SA,” and “Schedule of Collateral, Notes, Security Interests, and Ownership
Interests,” as each of those documents now exists and as modified, increased or
extended at any time in the future.
Executed
this 19th day of January, 2006.
| Borrower: | Debtor: | |||
| Nevada Gold & Casinos, Inc. | Nevada Gold BVR, LLC | |||
| By its Sole Member, Nevada Gold & Casinos, Inc. | ||||
| By: |
/s/
H. Xxxxxx Xxxx
|
By: |
/s/
H. Xxxxxx Xxxx
|
|
|
Its
Chief Executive Officer
|
Its
Chief Executive Officer
|
|||
