COLLATERAL ASSIGNMENT OF NOTES, CONTRACTUAL RIGHTS, SECURITY INTERESTS, AND OWNERSHIP INTERESTS
COLLATERAL ASSIGNMENT OF
NOTES, CONTRACTUAL RIGHTS,
SECURITY INTERESTS, AND
OWNERSHIP INTERESTS
This Collateral Assignment of Notes,
Contractual Rights, Security Interests, and Ownership Interests (“Collateral
Assignment”) is entered into by and between Nevada
Gold & Casinos, Inc., a Nevada corporation (“NGC”), on behalf of
itself and its wholly owned subsidiaries, Gold
Mountain Development, L.L.C., a Colorado limited liability company
(“GMD”), CGC Holdings,
L.L.C., a Nevada limited liability company (“CGC”), Colorado
Grande Enterprises, Inc., a Colorado corporation (“CGE”), and Nevada
Gold
BVR, L.L.C., a Nevada limited liability company (“NGBVR”); and Xxxxxx X. Xxxxxx,
an individual, as her separate property (“Xxxxxx”), as of July 7,
2009.
Recitals
Pursuant to the Amended and Restated
Promissory Note (the “July 2009 Note”) and the July 2009 Amended and Restated
Security Agreement (the “July 2009 ARSA”), both dated April 27, 2009
(collectively referred to as the “July 2009 Loan Documents”), Xxxxxx agreed to
loan to NGC and NGC agreed to borrow from Xxxxxx the total principal amount of
$6,000,000.00 and that the July 2009 Note would be secured by certain Collateral
(as defined in the July 2009 Loan Documents).
Pursuant to the July 2009 ARSA between
NGC, GMD, CGC, CGE, and NGBVR and Xxxxxx, the Collateral (as defined in the July
2009 ARSA) includes, among other items, any and all notes receivable and/or cash
flow rights granted to NGC from GMD, CGC, CGE, and NGBVR.
NGC (or one of its wholly-owned
subsidiaries) is the present owner and holder of those certain Promissory Notes
and Security Agreements and Contractual Rights described in Exhibit A attached
to this Collateral Assignment and incorporated by reference in this Collateral
Assignment for all purposes as if fully set forth at length (and as shall be
modified and/or amended from time to time) and that are collectively referred to
as the “Collateral Notes.” The Collateral Notes are part of the
“Collateral” as defined in the July 2009 ARSA.
NGC is the present owner of certain
ownership interests in subsidiary entities and third party entities as described
in Exhibit B attached to this Collateral Assignment and incorporated by
reference in this Collateral Assignment for all purposes as if fully set forth
at length (and that shall be updated from time to time) and that are
collectively referred to as the “Ownership Interests.” The Ownership
Interests are also part of the “Collateral” as defined in the July 2009
ARSA.
Xxxxxx and NGC desire to execute this
Collateral Assignment to confirm the collateral assignment of all of NGC’s
rights, title, and interest in and to the Collateral Notes to Xxxxxx as security
for the payment of all Obligations (as defined in the July 2009
ARSA).
Agreement
For good and valuable consideration,
the receipt and sufficiency of which are acknowledged and confessed by Xxxxxx
and NGC, NGC, by its signature on this Collateral Assignment, transfers,
assigns, pledges, sells, grants, and conveys to Xxxxxx the Collateral
Notes, together with all attendant liens, rights, titles, assignments, and
interests (including security interests) pertaining to or arising from the
Collateral Notes, as security for the Obligations, together with all proceeds,
increases, substitutions, products, offspring, accessions, and attachments to
them. NGC agrees to deliver the original of each of the Collateral
Notes to Xxxxxx X. Xxxxxx, counsel for Xxxxxx, at 0000 Xxxx Xxxxxxx, Xxxxx 000,
Xxx Xxxxxxxxx, Xxxxx, 00000-0000, where they shall be held in a safe deposit box
until the Obligations are paid in full, are replaced with new documents, or a
Default (as defined in the July 2009 Loan Documents, as amended)
occurs. Exhibit A shall be updated from time to time as loans are
repaid and new loans are obtained pursuant to the Collateral described in the
July 2009 ARSA.
Also for good and valuable
consideration, the receipt and sufficiency of which are acknowledged and
confessed by Xxxxxx and NGC, NGC, by its signature on this Collateral
Assignment, transfers,
assigns, pledges, sells, grants, and conveys to Xxxxxx the Ownership
Interests, together with all attendant liens, rights, titles, assignments, cash
flow rights, and interests (including security interests) pertaining to or
arising from the Ownership Interests, but none of their respective
obligations, as security for the Obligations, together with all proceeds,
increases, substitutions, products, offspring, accessions, and attachments to
them. NGC agrees to deliver the originals of the Ownership Interests,
along with stock powers or powers of attorney, to Xxxxxx X. Xxxxxx, counsel for
Xxxxxx, at 0000 Xxxx Xxxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, Xxxxx, 00000-0000, where
they shall be held in a safe deposit box until the Obligations are paid in full,
are replaced with new documents, or a Default (as defined in the July 2009 Loan
Documents, as amended) occurs. Exhibit B contains a list of all of
NGC’s ownership interests in subsidiaries and/or third party entities that
currently have assets and this list shall be updated from time to time as
additional ownership interests are obtained pursuant. In the
instances where no stock certificates or units representing ownership exist,
this Collateral Assignment shall constitute the actual assignment of NGC’s
rights of its ownership interest in those entities to Xxxxxx.
Page
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NGC owns all or a percentage of several
entities that as of the date of this Collateral Assignment have no assets, and
it may form new entities in the future. NGC’s ownership interests in
those entities have not been assigned as of the date of this Collateral
Assignment. However, in the event that any of NGC’s existing entities
or future formed entities acquires any assets at any time that any amounts are
due and owing by NGC under the July 2009 Loan Documents that are not financed by
third parties, then NGC agrees that Xxxxxx has a first lien on each and every
ownership interest and that NGC shall immediately upon the acquisition by the
entity of any asset deliver to Xxxxxx a stock power, power of attorney, and/or
an updated Exhibit B, as applicable and as requested by counsel for Xxxxxx, to
include the entity in the Ownership Interests pledged under this Collateral
Assignment. This is a continuing Obligation (as defined in the July
2009 ARSA) of NGC as long as any funds are due and owing to Xxxxxx under the
July 2009 Loan Documents.
Executed to be effective as of July 7,
2009.
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Maker:
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Nevada
Gold & Casinos,
Inc.
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By:
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/s/
Xxxxxx X. Xxxxxxx
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Xxxxxx
X. Xxxxxxx, Chief Executive Officer
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Date
of
Signature: 7-7-09
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Additional
Debtors:
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Gold
Mountain Development, L.L.C.
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CGC
Holdings, L.L.C.
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By:
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/s/
Xxxxxx X. Xxxxxxx
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By:
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/s/
Xxxxxx X. Xxxxxxx
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Xxxxxx
X. Xxxxxxx, Manager
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Xxxxxx
X. Xxxxxxx, Manager
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||||
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Date
of
Signature: 7-7-09
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Date
of
Signature: 7-7-09
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Colorado
Grande Enterprises, Inc.
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Nevada Gold BVR, L.L.C. | ||||
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By:
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/s/
Xxxxxx X. Xxxxxxx
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By:
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/s/
Xxxxxx X. Xxxxxxx
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Xxxxxx
X. Xxxxxxx, President
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Xxxxxx
X. Xxxxxxx, Manager
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||||
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Date
of
Signature: 7-7-09
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Date
of
Signature: 7-7-09
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||||
Page
2 of 5
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Secured
Party:
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/s/
Xxxxxx X. Xxxxxx
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Date
of
Signature: 7-7-09
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Xxxxxx
X. Xxxxxx, as
her Separate Property
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0000
Xxxx Xxxx
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Xxxxx,
Xxxxx 00000-0000
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Page
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Exhibit
A
Loan Documents and Contract
Rights
Loans as of July 7, 2009:
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Party
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Description
of Collateral
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Type
of Interest Pledged
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Required
Consents
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NGBVR
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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
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Payee’s
interest
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none
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NGBVR
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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.
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Distributions
from 5% carried interest
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Page
4 of 5
Exhibit
B
Ownership
Interests
Ownership
Interests as of July 7, 2009:
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Party
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Description
of Collateral
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Type
of Interest Pledged
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Required
Consents
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NGC
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100%
interest in CGC Holdings, L.L.C.
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LLC
Membership
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See
F.N. 1
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NGC
and CGC
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100%
interest in Colorado Grande Enterprises, Inc.
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Common
Stock
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See
F.N. 1
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NGC
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100%
interest in Nevada Gold BVR, L.L.C.
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LLC
Membership
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None
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NGC
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100%
interest in NG Washington, L.L.C.
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LLC
Membership
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See
F.N. 2
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NGC
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100%
interest in Gold Mountain Development, L.L.C.
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LLC
Membership
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None
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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.
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