Schedule of Collateral, Notes, Security Interests, and Ownership Interests July 7, 2009
Schedule
of Collateral, Notes, Security Interests, and Ownership Interests
July
7, 2009
This Schedule of Collateral, Notes,
Security Interests, and Ownership Interests is created and executed pursuant to
the terms of the July 2009 Amended and Restated Security Agreement (the “ARSA”)
entered into by and between Nevada Gold & Casinos, Inc., as Maker (“NGC”),
and Xxxxxx X. Xxxxxx as the Holder and Secured Party (“Xxxxxx”) effective as of
July 7, 2009. This Schedule is dated below and is deemed to amend and
replace any existing schedules of collateral between the
Parties. This Schedule sets forth property of NGC and its related and
affiliate entities, namely, Gold Mountain Development, L.L.C. (“GMD”), CGC
Holdings, L.L.C. (“CGC”), Colorado Grande Enterprises, Inc. (“CGE”), and Nevada
Gold BVR, L.L.C. (“NGBVR”), all of which have granted, and by this Schedule do
grant, to Xxxxxx a security interest according to the terms of the ARSA and
pursuant to applicable Commercial Pledge Agreements as additional collateral to
secure the payment of the Amended and Restated Promissory Note between Xxxxxx
and NGC dated July 7, 2009, in the original principal sum of $6,000,000.00 (the
“Note”), together with all Notes, Guarantees, and other security instruments
relted to the Note. For property that is held or owned by a person or
entity other than NGC, that party is identified by the term “DEBTOR” and its
company abbreviation. All of the terms and conditions of the ARSA are
incorporated in this Schedule by reference for all purposes as though fully set
forth at length. NGC, GMD, CGC, CGE, and NGBVR all authorize Xxxxxx
to file, in paper or by electronic means, all UCC-1s and other appropriate forms
to give notice of and to perfect the security interests represented in this
Schedule in any and every jurisdiction in which Xxxxxx deems it appropriate to
file.
Column
headings in the Schedule below have the following meanings:
Party – entries in this
column: “NGC” – denotes that Nevada Gold & Casinos, Inc., as
Maker, is granting a security interest in the collateral described pursuant to
the ARSA: “DEBTOR” – denotes that a third party entity or person is granting a
security interest in the described collateral pursuant to the terms of a
Guaranty and a Commercial Pledge Agreement both executed pursuant to the terms
of the ARSA. That third party is further identified by its company
abbreviation set forth above.
Description of Collateral –
entries in this column describe the property that is being pledged as security
by that Party.
Type of Interest Pledged –
entries in this column denote the nature of the property being
pledged.
Required Consents – entries in
this column denote the waiver or consents required of a third party whose
ownership interest have been pledged and described under Description of
Collateral that must be obtained by NGC for the benefit of Xxxxxx in order to
comply with the requirements of the ARSA for the creation of effective and
enforceable security interests in the collateral. If this requirement
does not appear in this Schedule, then Xxxxxx shall be deemed to have accepted
the collateral as represented in this Schedule as sufficient without further
waivers until and unless Xxxxxx subsequently demands additional waivers or
consents pursuant to the provisions of the ARSA.
Party
|
Description
of Collateral
|
Type
of Interest Pledged
|
Required
Consents
|
NGC
|
100%
interest in CGC Holdings, L.L.C.
|
LLC
Membership
|
See
F.N. 1
|
DEBTOR
(CGC)
|
All
assets of CGC, including but not limited to furniture, fixtures, equipment
(including but not limited to machinery, furniture, fixtures,
manufacturing equipment, shop equipment, office equipment, parts, and
tools, wherever located), inventory, cash, accounts, accounts receivable,
contract rights, chattel paper, promissory notes, securities, and general
intangibles (including but not limited to all copyrights, trademarks,
service marks, patents, inventions, trade secrets, exclusive licenses,
processes, systems, and goodwill), any and all after-acquired property,
and any and all proceeds of any of CGC’s assets that now exist or that are
subsequently acquired
|
All
assets
|
See
F.N. 1
|
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NGC
and DEBTOR (CGC)
|
100%
interest in Colorado Grande Enterprises, Inc.
|
Common
Stock
|
See
F.N. 1
|
DEBTOR
(CGE)
|
All
assets of CGE, including but not limited to furniture, fixtures, equipment
(including but not limited to machinery, furniture, fixtures,
manufacturing equipment, shop equipment, office equipment, parts, and
tools, wherever located), inventory, cash, accounts, accounts receivable,
contract rights, chattel paper, promissory notes, securities, and general
intangibles (including but not limited to all copyrights, trademarks,
service marks, patents, inventions, trade secrets, exclusive licenses,
processes, systems, and goodwill), any and all after-acquired property,
and any and all proceeds of any of CGE’s assets that now exist or that are
subsequently acquired
|
All
assets
|
See
F.N. 1
|
NGC
|
100%
interest in Nevada Gold BVR, L.L.C.
|
LLC
Membership
|
None
|
DEBTOR
(NGBVR)
|
All
assets of NGBVR, including but not limited to furniture, fixtures,
equipment (including but not limited to machinery, furniture, fixtures,
manufacturing equipment, shop equipment, office equipment, parts, and
tools, wherever located), inventory, cash, accounts, accounts receivable,
contract rights, chattel paper, promissory notes, securities, and general
intangibles (including but not limited to all copyrights, trademarks,
service marks, patents, inventions, trade secrets, exclusive licenses,
processes, systems, and goodwill), any and all after-acquired property,
and any and all proceeds of any of NGBVR’s assets that now exist or that
are subsequently acquired
|
All
assets
|
None
|
DEBTOR
(NGBVR)
|
Contractual
financial obligation of B.V. Oro, L.L.C., to pay Nevada Gold BVR, L.L.C.,
the amount of $4,000,000 dated November 25, 2008
|
Xxxxx’s
interest
|
None
|
DEBTOR
(NGBVR)
|
Nevada
Gold BVR, L.L.C.’s distributions from its 5% carried interest in the Class
B membership interest in Buena Vista Development Company,
L.L.C.
|
Distributions
from 5% carried interest
|
None
|
NGC
|
100%
interest in NG Washington, L.L.C.
|
LLC
Membership
|
See
F.N. 2
|
NGC
|
100%
interest in Gold Mountain Development, L.L.C.
|
LLC
Membership
|
None
|
DEBTOR
(GMD)
|
All
assets of GMD, including but not limited to furniture, fixtures, equipment
(including but not limited to machinery, furniture, fixtures,
manufacturing equipment, shop equipment, office equipment, parts, and
tools, wherever located), inventory, cash, accounts, accounts receivable,
contract rights, chattel paper, promissory notes, securities, and general
intangibles (including but not limited to all copyrights, trademarks,
service marks, patents, inventions, trade secrets, exclusive licenses,
processes, systems, and goodwill), any and all after-acquired property,
and any and all proceeds of any of GMD’s assets that now exist or that are
subsequently acquired
|
All
assets
|
None
|
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DEBTOR
(GMD)
|
Deed
of trust for all real property owned by Gold Mountain Development, L.L.C.,
and/or assignment of the proceeds of any sale of the GMD real
property
|
Deed
of trust in real property, NGC’s and DEBTOR’s interest in the proceeds
from any sale of the real property
|
None
|
F.N.
1: The pledge of the ownership interest
in CGC Holdings, L.L.C., and Colorado Grande Enterprises, Inc., subjects Xxxxxx
to the jurisdiction of the gaming authorities of the State of Colorado and
Xxxxxx may be required to submit background information to these gaming
authorities for purposes of determining her suitability for
ownership. Any transfer of the ownership interest in CGC Holdings,
L.L.C., or Colorado Grande Enterprises, Inc., will subject the transferee to the
jurisdiction of the gaming authorities of the State of Colorado, and the
transferee may be required to obtain gaming licenses from these
authorities.
F.N.
2: Any transfer of the Membership Interest of NG Washington, L.L.C.,
through foreclosure or otherwise, will subject the transferee to the
jurisdiction of the gaming authorities of the State of Washington, and the
transferee may be required to obtain gaming licenses or suitability findings
from these authorities.
Executed
this 7th day of
July, 2009.
Maker:
Nevada
Gold & Casinos, Inc.
By:
|
/s/
Xxxxxx X. Xxxxxxx
|
Xxxxxx
X. Xxxxxxx, Chief Executive
Officer
|
Other Pledging
Parties:
Gold
Mountain Development, L.L.C.
|
CGC
Holdings, L.L.C.
|
|||
By:
|
/s/
Xxxxxx X. Xxxxxxx
|
By:
|
/s/
Xxxxxx X. Xxxxxxx
|
|
Xxxxxx
X. Xxxxxxx, Manager
|
Xxxxxx
X. Xxxxxxx, Manager
|
|||
Colorado
Grande Enterprises, Inc.
|
Nevada
Gold BVR, L.L.C.
|
|||
By:
|
/s/
Xxxxxx X. Xxxxxxx
|
By:
|
/s/
Xxxxxx X. Xxxxxxx
|
|
Xxxxxx
X. Xxxxxxx, President
|
Xxxxxx
X. Xxxxxxx,
Manager
|
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