MEMBERSHIP INTEREST PLEDGE AGREEMENT
THIS
MEMBERSHIP INTEREST PLEDGE AGREEMENT (as amended, restated, supplemented and
otherwise modified and in effect from time to time, this “Pledge Agreement”) is
entered into as of July 23, 2010 among NEVADA GOLD & CASINOS,
INC., a Nevada corporation (“Nevada Gold”) in its
capacity as grantor (“Grantor”) and FORTRESS CREDIT CORP., in its
capacity as agent (“Agent”) for the
Lenders party to the Credit Agreement referred to below.
RECITALS
A. XX
Xxxxxxxxxx XX Holdings, LLC, a Delaware limited liability company, in its
capacity as borrower (“Borrower”), Agent,
and Lenders are entering into a Credit Agreement dated as of July 23, 2010 (as
amended, amended and restated, supplemented and otherwise modified and in effect
from time to time, the “Credit Agreement”)
pursuant to which Lenders shall extend credit to Borrower and Borrower shall
issue promissory notes evidencing such credit to the Lenders.
B. Grantor
will receive direct and indirect benefits as a result of the extension of credit
to Borrower under the Credit Agreement.
C. Grantor
is the direct parent of Borrower.
D. As
a condition precedent to the initial extension of credit under the Credit
Agreement and the effectiveness of the Credit Agreement, Agent and Lenders have
required that that Grantor enter into this Pledge Agreement.
E. In
consideration of the foregoing, and in order to induce Lenders and Agent to
enter into the Credit Agreement, Grantor is willing to pledge to Agent, for the
benefit of Agent and Lenders, its membership interests in Borrower, on the terms
and conditions set forth herein.
NOW,
THEREFORE, in consideration of the promises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Grantor and Agent, on behalf of Lenders, hereby agree as follows:
ARTICLE
I
DEFINITIONS
1.1 Terms Defined in Credit
Agreement. All capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the Credit
Agreement.
1.2 Terms Defined in
UCC. Terms defined in the UCC which are not otherwise defined
in this Pledge Agreement are used herein as defined in the UCC.
1.3 Definitions of Certain Terms
Used Herein. As used in this Pledge Agreement, in addition to
the terms defined in the Preamble and Recitals above, the following terms shall
have the following meanings:
“Article” means a
numbered article of this Pledge Agreement, unless another document is
specifically referenced.
“Collateral” shall
have the meaning set forth in Article II.
“Control” shall have
the meaning set forth in Article 8 or, if applicable, in Section 9-104,
9-105, 9-106 or 9-107 of Article 9 of the UCC.
“Exhibit” refers to a
specific exhibit to this Pledge Agreement, unless another document is
specifically referenced.
“Investment Property”
shall have the meaning set forth in Article 9 of the UCC.
“Section” means a
numbered section of this Pledge Agreement, unless another document is
specifically referenced.
“Security” has the
meaning set forth in Article 8 of the UCC.
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“Stock Rights” means
all dividends, instruments or other distributions and any other right or
property which Grantor shall receive or shall become entitled to receive for any
reason whatsoever with respect to, in substitution for or in exchange for any
Capital Stock constituting Collateral, any right to receive Capital Stock and
any right to receive earnings, in which Grantor now has or hereafter acquires
any right, issued by an issuer of such Capital Stock.
The
foregoing definitions shall be equally applicable to both the singular and
plural forms of the defined terms.
ARTICLE
II
GRANT
OF SECURITY INTEREST
Grantor
hereby pledges, assigns and grants to Agent, on behalf of and for the ratable
benefit of Agent and Lenders, a security interest in all of its right, title and
interest in, to and under all Investment Property issued by or related to
Borrower, whether now owned or hereafter acquired, and all accessions to,
substitutions for and replacements, proceeds (including any Stock Rights) and
products of such Investment Property, together with all books and records
related thereto (all of which will be collectively referred to as the “Collateral”), to
secure the prompt and complete payment and performance of the
Obligations.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES
Grantor
represents and warrants to Agent and Lenders that:
3.1 Title, Perfection and
Priority. Grantor has good and valid rights in or the power to
transfer the Collateral and title to the Collateral with respect to which it has
purported to grant a security interest hereunder, free and clear of all Liens
except for Liens permitted under Section 4.1(e), and has full power and
authority to grant to Agent the security interest in such Collateral pursuant
hereto. Neither the execution or delivery of this Pledge Agreement
nor the performance by Grantor of any of its obligations hereunder, does or will
violate, constitute a default under, conflict with, or entitle any third party
to exercise any rights with respect to the Collateral by virtue of, any other
agreement, undertaking, security document, court order or decree, judgment,
arbitration award or decree, statute , rule or regulation of any Governmental
Authority, to which Grantor is a party, or by which or any of the Collateral is
bound. When financing statements have been filed in the appropriate
offices against Grantor in the locations listed on Exhibit C, and
the Agent has received all Securities certificates with respect to certificated
Securities included in the Collateral, Agent will have a fully perfected first
priority security interest in that Collateral in which a security interest may
be perfected by filing, or possession, subject only to Liens permitted under
Section 4.1(e).
3.2 Type and Jurisdiction of
Organization, Organizational and Identification Numbers. The
type of entity of Grantor, its state of organization, the organizational number
issued to it by its state of organization and its federal employer
identification number (if any) are set forth on Exhibit A.
3.3 Principal
Location. Grantor’s mailing address and the location of its
place of business (if it has only one) or its chief executive office (if it has
more than one place of business), are disclosed in Exhibit A;
Grantor has no other places of business except those set forth in Exhibit A.
3.4 Exact
Names. Grantor’s name in which it has executed this Pledge
Agreement is the exact name as it appears in Grantor’s organizational documents,
as amended, as filed in Grantor’s jurisdiction of
organization. Grantor has not, during the past five years, been known
by or used any other corporate or fictitious name, or been a party to any merger
or consolidation.
3.5 Filing
Requirements. None of the Collateral is of a type for which
security interests or liens may be perfected by filing under any federal
statute.
3.6 No Financing Statements,
Security Agreements. No financing statement or security
agreement describing all or any portion of the Collateral which has not lapsed
or been terminated naming Grantor as debtor has been filed or is of record in
any jurisdiction except (a) for financing statements or security agreements
naming Agent on behalf of Agent and Lenders as the secured party and (b) as
permitted by Section
4.1(e).
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3.7 Collateral.
(a) Exhibit B sets
forth a complete and accurate list of all of the Collateral. Grantor
is the direct, sole beneficial owner and sole holder of record of the Collateral
listed on Exhibit B as
being owned by it, free and clear of any Liens, except for the security interest
granted to Agent for the benefit of Agent and Lenders hereunder. Grantor further
represents and warrants that (i) all Collateral constituting Capital Stock
has been (to the extent such concepts are relevant with respect to such
Collateral) duly authorized, validly issued, is fully paid and non assessable,
and (ii) with respect to any certificates delivered to Agent representing
any Capital Stock, such certificates are Securities as defined in Article 8
of the UCC as a result of actions by the issuer or otherwise.
(b) In
addition, (i) none of the Collateral has been issued or transferred in
violation of the securities registration, securities disclosure or similar laws
of any jurisdiction to which such issuance or transfer may be subject,
(ii) there are existing no options, warrants, calls or commitments of any
character whatsoever relating to the Collateral or which obligate the issuer of
any Capital Stock included in the Collateral to issue additional Capital Stock,
and (iii) no consent, approval, authorization, or other action by, and no
giving of notice, filing with, any governmental authority or any other Person is
required for the pledge by Grantor of the Collateral pursuant to this Pledge
Agreement or for the execution, delivery and performance of this Pledge
Agreement by Grantor, or for the exercise by Agent of the voting or other rights
provided for in this Pledge Agreement or for the remedies in respect of the
Collateral pursuant to this Pledge Agreement, except as may be required in
connection with such disposition by laws affecting the offering and sale of
securities generally.
(c) Grantor
owns 100% of the issued and outstanding Capital Stock of Borrower, and the sale,
transfer or other disposition of such Capital Stock is not restricted or limited
except by virtue of the limitations imposed by applicable securities
laws.
ARTICLE
IV
COVENANTS
From the
date of this Pledge Agreement, and thereafter until this Pledge Agreement is
terminated, agrees that:
4.1 General.
(a) Collateral
Records. Grantor will maintain complete and accurate books and
records with respect to the Collateral, and furnish to Agent, with sufficient
copies for each of Lenders, such reports relating to the Collateral as Agent
shall from time to time request.
(b) Authorization to File
Financing Statements; Ratification. Grantor hereby authorizes
Agent to file, and if requested will deliver to Agent, all financing statements
and other documents and take such other actions as may from time to time be
requested by Agent in order to maintain a first perfected security interest in
and, if applicable, Control of, the Collateral. Any financing
statement filed by Agent may be filed in any filing office in any UCC
jurisdiction and may (i) indicate the Collateral by any appropriate description
which reasonably approximates the description contained in this Pledge
Agreement, and (ii) contain any other information required by part 5
of Article 9 of the UCC for the sufficiency or filing office acceptance of
any financing statement or amendment, including whether Grantor is an
organization, the type of organization and any organization identification
number issued to Grantor. Grantor also agrees to furnish any such
information to Agent promptly upon request. Grantor also ratifies its
authorization for Agent to have filed in any UCC jurisdiction any initial
financing statements or amendments thereto if filed prior to the date
hereof.
(c) Further
Assurances. Grantor will furnish to Agent, as often as Agent
requests, statements and schedules further identifying and describing the
Collateral and such other reports and information in connection with the
Collateral as Agent may reasonably request, all in such detail as Agent may
specify. Grantor also agrees to take any and all reasonable actions
necessary to defend title to the Collateral against all persons and to defend
the security interest of Agent in the Collateral and the priority thereof
against any Lien not expressly permitted hereunder.
(d) Disposition of
Collateral. Grantor shall not sell or otherwise dispose of the
Collateral.
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(e) Liens. Grantor
shall not create, incur, or suffer to exist any Lien on the Collateral except
the security interests created by this Pledge Agreement.
(f) Other Financing
Statements. Grantor will not authorize the filing of any
financing statement naming it as debtor covering all or any portion of the
Collateral. Grantor acknowledges that it is not authorized to file
any financing statement or amendment or termination statement with respect to
any financing statement filed in connection with the Collateral which does not
expressly exclude the Collateral from the description of the collateral secured
in such financing statement, without the prior written consent of Agent (not to
be unreasonably withheld), subject to Grantor’s rights under
Section 9-509(d)(2) of the UCC.
(g) Compliance with
Terms. Grantor will perform and comply with all obligations in
respect of the Collateral and all agreements to which it is a party or by which
it is bound relating to the Collateral.
4.2 Delivery of Investment
Property. Grantor will (a) deliver to Agent immediately
upon execution of this Pledge Agreement the originals of, and duly executed
blank assignments in the form set forth in Exhibit E in respect
of, all Investment Property constituting Collateral, (b) hold in trust for
Agent upon receipt and immediately thereafter deliver to Agent any Securities
constituting Collateral, (c) upon Agent’s request, deliver to Agent (and
thereafter hold in trust for Agent upon receipt and immediately deliver to
Agent) any Document evidencing or constituting Collateral and (d) upon
Agent’s request, deliver to Agent a duly executed amendment to this Pledge
Agreement, in the form of Exhibit D hereto
(the “Amendment”), pursuant
to which Grantor will confirm the pledge of such additional Collateral hereunder
and, immediately upon execution of such Amendment, deliver the originals of, and
duly executed blank assignments in the form set forth in Exhibit E in respect
of, all Investment Property constituting such additional
Collateral. Grantor hereby authorizes Agent to attach each Amendment
to this Pledge Agreement and agrees that all additional Collateral set forth in
such Amendments shall be considered to be part of the Collateral.
4.3 Collateral.
(a) Changes in Capital Structure
of Issuers. Grantor will not (i) permit or suffer any
issuer of Capital Stock constituting Collateral to dissolve, merge, liquidate,
retire any of its Capital Stock or other Investment Property evidencing
ownership, reduce its capital, sell or encumber all or substantially all of its
assets or merge or consolidate with any other entity, or vote any Collateral in
favor of any of the foregoing.
(b) Issuance of Additional
Securities. Grantor will not permit or cause the issuer of Capital Stock
constituting Collateral to issue additional Capital Stock, any right to receive
the same or any right to receive earnings.
(c) Registration of
Collateral. Grantor will permit any registrable Collateral to
be registered in the name of Agent or its nominee at any time at the option of
the Required Lenders.
(d) Treatment as
“Security”. With respect to any Capital Stock which is
included within the Collateral that shall at any time constitute a Security or
the issuer shall take any action to have such interests treated as a Security,
all certificates or other documents constituting such Security shall be
delivered to Agent by Grantor and such Security shall be properly defined as
such under Article 8 of the UCC of the applicable jurisdiction, whether as
a result of actions by the issuer thereof or otherwise.
(e) Exercise of Rights in
Collateral.
(i) Without
in any way limiting the foregoing and subject to clause (ii)
below, Grantor shall have the right to exercise all voting rights or other
rights relating to the Collateral for all purposes not inconsistent with this
Pledge Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right
shall be exercised or action taken which would have the effect of impairing the
rights of Agent in respect of the Collateral.
(ii) Grantor
will permit Agent or its nominee at any time after the occurrence of a Default,
without notice, and to the exclusion of the Grantor once written notice of a
Default has been given to Grantor by Agent, to exercise all voting rights or
other rights relating to Collateral, including, without limitation, exchange,
subscription or any other rights, privileges, or options pertaining to any
Capital Stock or Investment Property constituting Collateral as if Agent was the
absolute owner thereof.
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(iii) Grantor
shall be entitled to collect and receive for its own use all cash dividends and
other distributions paid in respect of the Collateral to the extent not in
violation of the Credit Agreement other than any of the
following distributions and payments (collectively referred to as the “Excluded
Payments”): (A) dividends and other distributions paid or
payable other than in cash in respect of any Collateral, and instruments and
other property received, receivable or otherwise distributed in respect of, or
in exchange for, any Collateral; (B) dividends and other distributions paid
or payable in cash in respect of any Collateral during the continuance of a
Default or at any time in connection with a partial or total liquidation or
dissolution or in connection with a reduction of capital, capital surplus or
paid-in capital of an issuer; and (C) cash paid, payable or otherwise
distributed, in respect of principal of, or in redemption of, or in exchange
for, any Collateral; provided
however, that
until actually paid, all rights to such distributions shall remain subject to
the Lien created by this Pledge Agreement; and
(iv) All
Excluded Payments and all other distributions in respect of any of the
Collateral, whenever paid or made, shall be delivered to Agent to hold as
Collateral and shall, if received by Grantor, be received in trust for the
benefit of Agent, be segregated from the other property or funds of Grantor, and
be forthwith delivered to Agent as Collateral in the same form as so received
(with any necessary endorsement).
4.4 No
Interference. Grantor agrees that it will not interfere with
any right, power and remedy of Agent provided for in this Pledge Agreement or
now or hereafter existing at law or in equity or by statute or otherwise, or the
exercise or beginning of the exercise by Agent of any one or more of such
rights, powers or remedies.
4.5 Change of Name or Location;
Change of Fiscal Year. Grantor shall not, without giving Agent
not less than thirty (30) days’ prior written notice thereof and after having
executed and delivered to Agent such further instruments and documents in
connection therewith as may be requested by Agent pursuant to Section
4.1(c), change its name as it appears in official filings in the
state of its incorporation or organization, (b) change its chief executive
office, principal place of business, mailing address, corporate offices or
warehouses or locations, or the location of its records concerning the
Collateral as set forth in this Pledge Agreement, (c) change the type of
entity that it is, (d) change its organization identification number, if
any, issued by its state of incorporation or other organization, or
(e) change its state of incorporation or organization.
4.6 Acknowledgment by
Issuer. Grantor shall cause Borrower to execute and deliver an
acknowledgement in the form and substance attached as Exhibit F
hereto.
ARTICLE
V
REMEDIES
5.1 Remedies.
(a) Upon
the occurrence of a Default, Agent may, with the concurrence or at the direction
of the Required Lenders, exercise any or all of the following rights and
remedies:
(i) those
rights and remedies provided in this Pledge Agreement, the Credit Agreement, or
any other Loan Document; provided that, this Section 5.1(a)
shall not be understood to limit any rights or remedies available to Agent and
Lenders prior to a Default;
(ii) those
rights and remedies available to a secured party under the UCC (whether or not
the UCC applies to the affected Collateral) or under any other applicable law
(including, without limitation, any law governing the exercise of a bank’s right
of setoff or bankers’ lien) when a debtor is in default under a security
agreement;
(iii) without
notice (except as specifically provided in Section 7.1 or
elsewhere herein) sell or otherwise dispose of the Collateral or any part
thereof in one or more parcels at public or private sale or sales (which sales
may be adjourned or continued from time to time with or without notice and may
take place at Grantor’s premises or elsewhere), for cash, on credit or for
future delivery without assumption of any credit risk, and upon such other terms
as Agent may deem commercially reasonable; and
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(iv) concurrently
with written notice to the Grantor, transfer and register in its name or in the
name of its nominee the whole or any part of the Collateral, to exchange
certificates or instruments representing or evidencing Collateral for
certificates or instruments of smaller or larger denominations, to exercise the
voting and all other rights as a holder with respect thereto, to collect and
receive all cash dividends and other distributions made thereon and to otherwise
act with respect to the Collateral as though Agent was the outright owner
thereof.
(b) Agent,
on behalf of Lenders, may comply with any applicable state or federal law
requirements in connection with a disposition of the Collateral and compliance
will not be considered to adversely affect the commercial reasonableness of any
sale of the Collateral.
(c) Agent
shall have the right upon any such public sale or sales and, to the extent
permitted by law, upon any such private sale or sales, to purchase for the
benefit of Agent and Lenders, the whole or any part of the Collateral so sold,
free of any right of equity redemption, which equity redemption Grantor hereby
expressly releases.
(d) Until
Agent is able to effect a sale or other disposition of Collateral, Agent shall
have the right to hold or use Collateral, or any part thereof, to the extent
that it deems appropriate for the purpose of preserving Collateral or its value
or for any other purpose deemed appropriate by Agent. Agent may, if
it so elects, seek the appointment of a receiver or keeper to take possession of
Collateral and to enforce any of Agent’s remedies (for the benefit of Agent and
Lenders), with respect to such appointment without prior notice or hearing as to
such appointment.
(e) Notwithstanding
the foregoing, neither Agent nor Lenders shall be required to (i) make any
demand upon, or pursue or exhaust any of their rights or remedies against,
Grantor, any other obligor, guarantor, pledgor or any other Person with respect
to the payment of the Obligations or to pursue or exhaust any of their rights or
remedies with respect to any Collateral therefor or any direct or indirect
guarantee thereof, (ii) marshal the Collateral or any guarantee of the
Obligations or to resort to the Collateral or any such guarantee in any
particular order, or (iii) effect a public sale of any
Collateral.
(f) Grantor
recognizes that Agent may be unable to effect a public sale of any or all the
Collateral and may be compelled to resort to one or more private sales thereof
in accordance with clause (a)
above. Grantor also acknowledges that any private sale may result in
prices and other terms less favorable to the seller than if such sale were a
public sale and, notwithstanding such circumstances, agrees that any such
private sale shall not be deemed to have been made in a commercially
unreasonable manner solely by virtue of such sale being
private. Agent shall be under no obligation to delay a sale of any of
the Collateral for the period of time necessary to permit the Grantor or the
issuer of the Collateral to register such securities for public sale under the
Securities Act of 1933, as amended, or under applicable state securities laws,
even if Grantor and the issuer would agree to do so.
5.2 Grantor’s Obligations Upon
Default. Upon the request of Agent after the occurrence of a
Default, Grantor will:
(a) assemble
and make available to Agent all books and records relating to the Collateral at
any place or places specified by Agent, whether at Grantor’s premises or
elsewhere;
(b) take,
or cause an issuer of Collateral to take, any and all actions necessary to
register or qualify the Collateral to enable Agent to consummate a “public
disposition” (within the meaning of Article 9 of the UCC) or other disposition
of the Collateral, it being recognized that no obligation to register the
Collateral (or any portion thereof) under the Securities Act of 1933 is hereby
being undertaken.
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ARTICLE
VI
ATTORNEY
IN FACT; PROXY
6.1 Authorization for Secured
Party to Take Certain Action.
(a) Grantor
irrevocably authorizes and appoints Agent as its attorney in fact (i) to
execute on behalf of Grantor as debtor and to file financing statements
necessary or desirable in Agent’s sole discretion to perfect and to maintain the
perfection and priority of Agent’s security interest in the Collateral,
(ii) if a Default has occurred and is continuing, to endorse and collect
any cash proceeds of the Collateral, (iii) to file a carbon, photographic
or other reproduction of this Pledge Agreement or any financing statement with
respect to the Collateral as a financing statement and to file any other
financing statement or amendment of a financing statement (which does not add
new collateral or add a debtor) in such offices as Agent in its sole discretion
deems necessary or desirable to perfect and to maintain the perfection and
priority of Agent’s security interest in the Collateral, (iv) to contact
and enter into one or more agreements with the issuers of uncertificated
securities which are Collateral or with securities intermediaries holding
Collateral as may be necessary or advisable to give Agent Control over such
Collateral, (v) to apply the proceeds of any Collateral received by Agent
to the Obligations, (vi) upon written notice to the applicable Grantor, to
discharge past due taxes, assessments, charges, fees or Liens on the Collateral
(except for such Liens as are specifically permitted hereunder), (vii) if a
Default has occurred and is continuing, to change the address for delivery of
mail addressed to Grantor to such address as Agent may designate and to receive,
open and dispose of all mail addressed to Grantor, and (viii) to do all
other acts and things necessary to carry out this Pledge Agreement (provided
that, if addressed in this Pledge Agreement, in accordance therewith); and
Grantor agrees to reimburse Agent on demand for any payment made or any expense
incurred by Agent in connection with any of the foregoing; provided that, this
authorization shall not relieve Grantor of any of its obligations under this
Pledge Agreement or under the Credit Agreement. Grantor agrees that such
authorization includes a ratification and authorization with respect to any
initial financing statements filed prior to the date hereof.
(b) All
acts of said attorney or designee are hereby ratified and
approved. The powers conferred on Agent, for the benefit of Agent and
Lenders, under this Section 6.1 are
solely to protect Agent’s interests in the Collateral and shall not impose any
duty upon Agent or any Lender to exercise any such powers.
6.2 Proxy. GRANTOR
HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE AGENT AS THE PROXY AND ATTORNEY
IN FACT (AS SET FORTH IN SECTION 6.1
ABOVE) OF GRANTOR WITH RESPECT TO THE COLLATERAL, INCLUDING THE RIGHT TO VOTE
SUCH COLLATERAL, WITH FULL POWER OF SUBSTITUTION TO DO SO. IN
ADDITION TO THE RIGHT TO VOTE ANY SUCH COLLATERAL, THE APPOINTMENT OF THE AGENT
AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER
RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF SUCH COLLATERAL
WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF
SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH
MEETINGS). THE APPOINTMENT OF THE AGENT AS PROXY AND ATTORNEY IN FACT
SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION
(INCLUDING ANY TRANSFER OF ANY SUCH COLLATERAL ON THE RECORD BOOKS OF THE ISSUER
THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF SUCH COLLATERAL OR ANY OFFICER
OR AGENT THEREOF), UPON THE OCCURRENCE OF A DEFAULT OR FROM THE DATE OF THIS
PLEDGE AGREEMENT, AS SPECIFIED IN SECTION 6.1
ABOVE.
6.3 Nature of Appointment;
Limitation of Duty. THE APPOINTMENT OF THE AGENT AS PROXY AND
ATTORNEY-IN-FACT IN THIS ARTICLE VI IS
COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS
PLEDGE AGREEMENT IS TERMINATED IN ACCORDANCE WITH SECTION 7.13. NOTWITHSTANDING
ANYTHING CONTAINED HEREIN, NEITHER THE AGENT, NOR ANY LENDER, NOR ANY OF THEIR
RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES
SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR
OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO
SO OR FOR ANY DELAY IN DOING SO, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE
SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED
BY A COURT OF COMPETENT JURISDICTION; PROVIDED THAT, IN NO EVENT SHALL THEY BE
LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL
DAMAGES.
ARTICLE
VII
GENERAL
PROVISIONS
7.1 Waivers. Grantor
hereby waives notice of the time and place of any public sale or the time after
which any private sale or other disposition of all or any part of the Collateral
may be made. To the extent such notice may not be waived under
applicable law, any notice made shall be deemed reasonable if sent to Grantor,
addressed as set forth in Article VIII, at
least ten days prior to (i) the date of any such public sale or
(ii) the time after which any such private sale or other disposition may be
made. To the maximum extent permitted by applicable law, Grantor
waives all claims, damages, and demands against Agent or any Lender arising out
of the repossession, retention or sale of the Collateral, except such as arise
solely out of the gross negligence or willful misconduct of Agent or such Lender
as finally determined by a court of competent jurisdiction. To the
extent it may lawfully do so, Grantor absolutely and irrevocably waives and
relinquishes the benefit and advantage of, and covenants not to assert against
Agent or any Lender, any valuation, stay, appraisal, extension, moratorium,
redemption or similar laws and any and all rights or defenses it may have as a
surety now or hereafter existing which, but for this provision, might be
applicable to the sale of any Collateral made under the judgment, order or
decree of any court, or privately under the power of sale conferred by this
Pledge Agreement, or otherwise. Except as otherwise specifically
provided herein, Grantor hereby waives presentment, demand, protest or any
notice (to the maximum extent permitted by applicable law) of any kind in
connection with this Pledge Agreement or any Collateral.
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7.2 Limitation on Agent’s and
Lenders’ Duty with Respect to the Collateral. Agent and each
Lender shall use reasonable care with respect to the Collateral in its
possession or under its control. Neither Agent nor any Lender shall
have any other duty as to any Collateral in its possession or control or in the
possession or control of any agent or nominee of Agent or such Lender, or any
income thereon or as to the preservation of rights against prior parties or any
other rights pertaining thereto. To the extent that applicable law
imposes duties on Agent to exercise remedies in a commercially reasonable
manner, Grantor acknowledges and agrees that it is commercially reasonable for
Agent (i) to incur expenses deemed significant by Agent to prepare Collateral
for disposition, (ii) to advertise dispositions of Collateral through
publications or media of general circulation, whether or not the Collateral is
of a specialized nature, (iii) to contact other Persons, whether or not in
the same business as Grantor, for expressions of interest in acquiring all or
any portion of such Collateral, (iv) to hire one or more professional
auctioneers to assist in the disposition of Collateral, whether or not the
Collateral is of a specialized nature, (v) to dispose of Collateral by
utilizing internet sites that provide for the auction of assets of the types
included in the Collateral or that have the reasonable capacity of doing so, or
that match buyers and sellers of assets, (vi) to purchase insurance or
credit enhancements to insure Agent against risks of loss, or disposition of
Collateral or to provide to Agent a guaranteed return from the disposition of
Collateral, or (vii) to the extent deemed appropriate by Agent, to obtain
the services of other brokers, investment bankers, consultants and other
professionals to assist Agent in the disposition of any of the
Collateral. Grantor acknowledges that the purpose of this Section 7.2 is
to provide non-exhaustive indications of what actions or omissions by Agent
would be commercially reasonable in Agent’s exercise of remedies against the
Collateral and that other actions or omissions by Agent shall not be deemed
commercially unreasonable solely on account of not being indicated in this Section 7.2. Without
limitation upon the foregoing, nothing contained in this Section 7.2
shall be construed to grant any rights to Grantor or to impose any duties on
Agent that would not have been granted or imposed by this Pledge Agreement or by
applicable law in the absence of this Section 7.2.
7.3 Secured Party Performance of
Debtor Obligations. Without having any obligation to do so,
Agent may perform or pay any obligation which Grantor has agreed to perform or
pay in this Pledge Agreement and Grantor shall reimburse Agent for any amounts
paid by Agent pursuant to this Section 7.3. Grantor’s
obligation to reimburse Agent pursuant to the preceding sentence shall be an
Obligation payable on demand.
7.4 Specific Performance of
Certain Covenants. Grantor acknowledges and agrees that a
breach of any of the covenants contained in Sections 4.1(d),
4.1(e), 4.2, 4.3 and 7.6, will cause
irreparable injury to Agent and Lenders, that Agent and Lenders have no adequate
remedy at law in respect of such breaches and therefore agrees, without limiting
the right of Agent or Lenders to seek and obtain specific performance of other
obligations of Grantor contained in this Pledge Agreement, that the covenants of
Grantor contained in the Sections referred to in this Section 7.4
shall be specifically enforceable against Grantor.
7.5 Dispositions Not
Authorized. No Grantor is authorized to sell or otherwise
dispose of the Collateral and notwithstanding any course of dealing between
Grantor and Agent or other conduct of Agent, no authorization to sell or
otherwise dispose of the Collateral shall be binding upon Agent or Lenders
unless such authorization is in writing signed by Agent with the consent or at
the direction of the Required Lenders.
7.6 No Waiver; Amendments;
Cumulative Remedies. No delay or omission of Agent or any
Lender to exercise any right or remedy granted under this Pledge Agreement shall
impair such right or remedy or be construed to be a waiver of any Unmatured
Default or Default or an acquiescence therein, and any single or partial
exercise of any such right or remedy shall not preclude any other or further
exercise thereof or the exercise of any other right or remedy. No
waiver, amendment or other variation of the terms, conditions or provisions of
this Pledge Agreement whatsoever shall be valid unless in writing signed by
Agent with the concurrence or at the direction of Lenders required under Section
9.2 of the Credit Agreement and then only to the extent in such writing
specifically set forth. All rights and remedies contained in this
Pledge Agreement or by law afforded shall be cumulative and all shall be
available to Agent and Lenders until the Obligations have been paid in
full.
7.7 Limitation by Law;
Severability of Provisions. All rights, remedies and powers
provided in this Pledge Agreement may be exercised only to the extent that the
exercise thereof does not violate any applicable provision of law, and all the
provisions of this Pledge Agreement are intended to be subject to all applicable
mandatory provisions of law that may be controlling and to be limited to the
extent necessary so that they shall not render this Pledge Agreement invalid,
unenforceable or not entitled to be recorded or registered, in whole or in
part. Any provision in this Pledge Agreement that is held to be
inoperative, unenforceable, or invalid in any jurisdiction shall, as to that
jurisdiction, be inoperative, unenforceable, or invalid without affecting the
remaining provisions in that jurisdiction or the operation, enforceability, or
validity of that provision in any other jurisdiction, and to this end the
provisions of this Pledge Agreement are declared to be severable.
Fortress/Nevada
Gold & Casinos
8
7.8 Reinstatement. This
Pledge Agreement shall remain in full force and effect and continue to be
effective should any petition be filed by or against Grantor for liquidation or
reorganization, should Grantor become insolvent or make an assignment for the
benefit of any creditor or creditors or should a receiver or trustee be
appointed for all or any significant part of Grantor’s assets, and shall
continue to be effective or be reinstated, as the case may be, if at any time
payment and performance of the Obligations, or any part thereof, is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned by any obligee of the Obligations, whether as a “voidable preference,”
“fraudulent conveyance,” or otherwise, all as though such payment or performance
had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Obligations shall be
reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.
7.9 Benefit of
Agreement. The terms and provisions of this Pledge Agreement
shall be binding upon and inure to the benefit of Grantor, Agent and Lenders and
their respective successors and assigns (including all persons who become bound
as a debtor to this Pledge Agreement), except that Grantor shall not have the
right to assign its rights or delegate its obligations under this Pledge
Agreement or any interest herein, without the prior written consent of
Agent. No sales of participations, assignments, transfers, or other
dispositions of any agreement governing the Obligations or any portion thereof
or interest therein shall in any manner impair the Lien granted to Agent, for
the benefit of Agent and Lenders, hereunder.
7.10 Survival of
Representations. All representations and warranties of the
Grantors contained in this Pledge Agreement shall survive the execution and
delivery of this Pledge Agreement.
7.11 Taxes and
Expenses. Any taxes (including income taxes) payable or ruled
payable by Federal or State authority in respect of this Pledge Agreement shall
be paid by Grantor, together with interest and penalties, if
any. Grantor shall directly pay the reasonable fees, expenses and
disbursements of Agent’s counsel and shall reimburse Agent for any and all out
of pocket expenses and internal charges (including reasonable attorneys’,
auditors’ and accountants’ fees and reasonable time charges of attorneys,
paralegals, auditors and accountants who may be employees of Agent) paid or
incurred by Agent in connection with the preparation, execution, delivery,
administration, collection and enforcement of this Pledge Agreement and in the
audit, analysis, administration, collection, preservation or sale of the
Collateral (including the reasonable expenses and charges associated with any
periodic or special audit of the Collateral). Any and all costs and
expenses incurred by Grantor in the performance of actions required pursuant to
the terms hereof shall be borne solely by Grantor.
7.12 Headings. The
title of and section headings in this Pledge Agreement are for convenience of
reference only, and shall not govern the interpretation of any of the terms and
provisions of this Pledge Agreement.
7.13 Termination. This
Pledge Agreement shall continue in effect (notwithstanding the fact that from
time to time there may be no Obligations outstanding) until (i) the Credit
Agreement has terminated pursuant to its express terms and (ii) all of the
Obligations have been Paid In Full and no commitments of Agent or Lenders which
would give rise to any Obligations are outstanding.
7.14 Entire
Agreement. This Pledge Agreement embodies the entire agreement
and understanding between Grantor and Agent relating to the Collateral and
supersedes all prior agreements and understandings between Grantor and Agent
relating to the Collateral.
7.15 CHOICE OF
LAW. THIS
PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK.
7.16 CONSENT
TO JURISDICTION. GRANTOR HEREBY IRREVOCABLY SUBMITS TO
THE NON EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR NEW YORK STATE COURT
SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS PLEDGE AGREEMENT OR ANY OTHER LOAN DOCUMENT AND GRANTOR HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION
IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT
FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY
LENDER TO BRING PROCEEDINGS AGAINST GRANTOR IN THE COURTS OF ANY OTHER
JURISDICTION. ANY JUDICIAL PROCEEDING BY GRANTOR AGAINST THE AGENT OR
ANY LENDER OR ANY AFFILIATE OF THE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
THIS PLEDGE AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A
COURT IN NEW YORK, NEW YORK.
Fortress/Nevada
Gold & Casinos
Membership
Interest Pledge Agreement
9
7.17 WAIVER OF
JURY TRIAL. GRANTOR, THE AGENT AND EACH LENDER
HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS PLEDGE AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED
THEREUNDER.
7.18 Indemnity. Grantor
hereby agrees to indemnify Agent and Lenders, and their respective successors,
assigns, agents, investment advisors, clients, managed accounts and employees,
from and against any and all liabilities, damages, penalties, suits, costs, and
expenses of any kind and nature (including, without limitation, all expenses of
litigation or preparation therefor whether or not Agent or any Lender is a party
thereto) imposed on, incurred by or asserted against Agent or Lenders, or their
respective successors, assigns, agents and employees, in any way relating to or
arising out of this Pledge Agreement, or the purchase, ownership, delivery,
possession, sale or other disposition of any Collateral. The foregoing to the
contrary notwithstanding, Grantor shall not have any obligation to any
indemnified party under this Section 7.18 with
respect to any indemnified amount that a court of competent jurisdiction finally
determines in a non-appealable decision to have resulted from the gross
negligence or willful misconduct of such indemnified party.
7.19 Counterparts. This
Pledge Agreement may be executed in any number of counterparts and by a
different party on separate counterparts, each of which, when executed and
delivered, will be deemed an original, and all of which, when taken together,
shall constitute one and the same agreement. Delivery of
an executed counterpart of this Pledge Agreement via facsimile
transmission or in Adobe .pdf format by electronic mail shall be binding, and as
effective as delivery of a manually executed counterpart, and may be used as
admissible evidence that the party so transmitting intends to be bound by the
terms set forth herein.
7.20 Lien
Absolute. All rights of Agent hereunder, and all obligations
of Grantor hereunder, shall be absolute and unconditional irrespective
of:
(a) any
lack of validity or enforceability of the Credit Agreement, any other Loan
Document or any other agreement or instrument governing or evidencing any
Obligations;
(b) any
change in the time, manner or place of payment of, or in any other term of, all
or any part of the Obligations, or any other amendment or waiver of or any
consent to any departure from the Credit Agreement, any other Loan Document or
any other agreement or instrument governing or evidencing any
Obligations;
(c) any
exchange, release or non-perfection of any other Collateral, or any release or
amendment or waiver of or consent to departure from any guaranty, for all or any
of the Obligations;
(d) the
insolvency of any Person; or
(e) any
other circumstance which might otherwise constitute a defense available to, or a
discharge of, Grantor.
7.21 Release. Grantor
consents and agrees that Agent may at any time, or from time to time, in its
discretion (provided that, if addressed in the Credit Agreement, in accordance
therewith):
(a) renew,
extend or change the time of payment, and/or the manner, place or terms of
payment of all or any part of the Obligations; and
Fortress/Nevada
Gold & Casinos
Membership
Interest Pledge Agreement
10
(b) exchange,
release and/or surrender all or any of the Collateral (including the
Collateral), or any part thereof, by whomsoever deposited, which is now or may
hereafter be held by Agent in connection with all or any of the Obligations; all
in such manner and upon such terms as Agent may deem proper, and without notice
to or further assent from Grantor, it being hereby agreed that Grantor shall be
and remain bound upon this Pledge Agreement, irrespective of the value or
condition of any of the Collateral, and notwithstanding any such change,
exchange, settlement, compromise, surrender, release, renewal or extension, and
notwithstanding also that the Obligations may, at any time, exceed the aggregate
principal amount thereof set forth in the Credit Agreement, or any other
agreement governing any Obligations.
ARTICLE
VIII
NOTICES
All notices, requests and other
communications to any party hereunder shall be in writing (including electronic
transmission, facsimile transmission or similar writing) and shall be given to
such party: (x) in the case of Borrower, Agent or any Lender, at its address or
facsimile number set forth on Schedule 14.1 of the Credit Agreement, and (y) in
the case of Grantor, at its address or facsimile number set forth on Exhibit A attached
hereto. Each such notice, request or other communication shall be
effective (i) if given by facsimile transmission, when transmitted to the
facsimile number specified in this Article VIII and
confirmation of receipt is received, (ii) if given by mail, 72 hours after such
communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid, or (iii) if given by any other means, when delivered
(or, in the case of electronic transmission, received) at the address specified
in this Article
VIII. Grantor may change the address for service of notice upon it by a
notice in writing to Agent, Agent may change the address for service of notice
upon it by a notice in writing the Grantor, and each other party to the Loan
Documents may change the address for service of notice in accordance with the
terms of the other Loan Documents.
ARTICLE
IX
THE
AGENT
Fortress
Credit Corp. has been appointed Agent for Lenders hereunder pursuant to
Article XI of the Credit Agreement. It is expressly understood
and agreed by the parties to this Pledge Agreement that any authority conferred
upon Agent hereunder is subject to the terms of the delegation of authority made
by Lenders to Agent pursuant to the Credit Agreement, and that Agent has agreed
to act (and any successor Agent shall act) as such hereunder only on the express
conditions contained in such Article XI. Any successor Agent
appointed pursuant to Article XI of the Credit Agreement shall be entitled
to all the rights, interests and benefits of Agent hereunder.
[Signature
Page Follows]
Fortress/Nevada
Gold & Casinos
Membership
Interest Pledge Agreement
11
IN
WITNESS WHEREOF, the Grantor and Agent have executed this Pledge Agreement as of
the date first above written.
|
NEVADA
GOLD & CASINOS, INC.,
|
||||
|
as
Grantor
|
||||
|
By:
|
/s/
Xxxxxx X. Xxxxxxx
|
|||
|
Name:
|
Xxxxxx
X. Xxxxxxx
|
|||
|
Title:
|
CEO
|
|||
SIGNATURE
PAGE 1 OF 2 TO
Fortress/Nevada
Gold & Casinos
Membership
Interest Pledge Agreement
|
FORTRESS CREDIT
CORP.,
|
||||
|
as
Agent
|
||||
|
By:
|
/s/
Xxxxxxxxxxx X. Xxxxxxxx
|
|||
|
Name:
|
Xxxxxxxxxxx
X. Xxxxxxxx
|
|||
|
Title:
|
President
|
|||
SIGNATURE
PAGE 2 OF 2 TO
Fortress/Nevada
Gold & Casinos
Membership
Interest Pledge Agreement
EXHIBIT
A
(See
Sections 3.2, 3.3 and 3.4 of Pledge Agreement)
GRANTOR’S
INFORMATION
|
I.
|
Name of Grantor: Nevada
Gold & Casinos, Inc.
|
|
II.
|
State of Incorporation or
Organization: Nevada
|
|
III.
|
Type of Entity:
Corporation
|
|
IV.
|
Organizational Number assigned
by State of Incorporation or Organization:
1530-77
|
|
V.
|
Federal Identification Number:
00-0000000
|
|
VI.
|
Place of Business (if it
has only one) or Chief
Executive Office (if more than one place of business) and Mailing
Address:
|
|
00
Xxxxx Xxxxxx Xxxx
|
|
|
Xxxxx
000X
|
|
|
Xxxxxxx,
XX 00000
|
|
|
Attention:
|
Xxxxxx
X. Xxxxxxx
|
|
CEO
|
|
with a
copy to:
Xxxxx
& Samson PC
Xxx
Xxxxxx Xxxxx
Xxxx
Xxxxxx, XX 00000
(000)
000-0000 phone
(000)
000-0000 fax
Attn.:
Xxxxx Xxxxx, Esq.
|
0000
Xxxx Xxxxxxx Xxxx
|
|
|
Xxxxx
000
|
|
|
Xxx
Xxxxx, XX 00000
|
|
|
Attention:
|
Xxxxxx
X. Xxxxxxx
|
|
CEO
|
|
with a copy to:
Xxxxx
& Samson PC
Xxx
Xxxxxx Xxxxx
Xxxx
Xxxxxx, XX 00000
(000)
000-0000 phone
(000)
000-0000 fax
Attn.:
Xxxxx Xxxxx, Esq.
Exhibit
A
Fortress/Nevada
Gold & Casinos
Membership
Interest Pledge Agreement
EXHIBIT
B
(See
Section 3.7 of Pledge Agreement and Definition of
“Collateral”)
LIST OF
COLLATERAL
MEMBERSHIP
INTERESTS
|
Grantor
|
Issuer
|
Certificate
Number(s)
|
Type of
Membership
Interest
|
Percentage of Issued
and Outstanding
Membership Interests
Owned by Grantor
|
Percentage of
Outstanding
Membership
Interests
|
|||||||||
|
Nevada
Gold & Casinos, Inc.
|
XX
Xxxxxxxxxx XX Holdings, LLC
|
1 |
Voting
|
100 | % | 100 | % | |||||||
Exhibit
B
Fortress/Nevada
Gold & Casinos
Membership
Interest Pledge Agreement
EXHIBIT
C
(See
Section 3.1 of Pledge Agreement)
OFFICES
IN WHICH FINANCING STATEMENTS HAVE BEEN FILED
|
Jurisdiction
|
Office
|
|
|
Delaware
|
Delaware
Secretary of State
000
Xxxxxxx Xxxxxx, Xxxxx 0
Xxxxx,
XX 00000
|
Exhibit
C
Fortress/Nevada
Gold & Casinos
Membership
Interest Pledge Agreement
EXHIBIT
D
(See
Section 4.2 of Pledge Agreement)
AMENDMENT
This
Amendment, dated [________________, ___] is delivered pursuant to
Section 4.2 of the Pledge Agreement referred to below. All
defined terms herein shall have the meanings ascribed thereto or incorporated by
reference in the Pledge Agreement. The undersigned hereby certifies
that the representations and warranties in Article III of the Pledge
Agreement are and continue to be true and correct. The undersigned
further agrees that this Amendment may be attached to that certain Membership
Interest Pledge Agreement, dated July 23, 2010, between the undersigned, as a
Grantor, and Fortress Credit Corp., as Agent, (the “Pledge Agreement”)
and that the Collateral listed on Schedule I to this
Amendment shall be and become a part of the Collateral referred to in said
Pledge Agreement and shall secure all Obligations referred to in said Pledge
Agreement.
|
|
||||
|
By:
|
||||
|
Name:
|
|
|||
|
Title:
|
|
|||
Exhibit D
- 1
Fortress/Nevada
Gold & Casinos
Membership
Interest Pledge Agreement
SCHEDULE
I TO AMENDMENT
MEMBERSHIP
INTERESTS
|
Grantor
|
Issuer
|
Certificate
Number(s)
|
Type of
Membership
Interest
|
Percentage of Issued and
Outstanding Membership
Interests Owned by
Grantor
|
Percentage of
Outstanding
Membership
Interests
|
|||||
Exhibit D
- 2
Fortress/Nevada
Gold & Casinos
Membership
Interest Pledge Agreement
EXHIBIT
E
(See
Section 4.2 of Pledge Agreement)
FORM OF
ASSIGNMENT
FOR VALUE
RECEIVED, the undersigned does hereby sell, assign and transfer to
______________________ one hundred percent (100%) of the membership
interests in XX Xxxxxxxxxx XX Holdings, LLC, a Delaware limited liability
company (the “Company”), represented by Certificate No. 2 (the “Membership
Interests”), standing in the name of the undersigned on the books of the Company
and does hereby irrevocably constitute and appoint ______________________ and
its officers as the undersigned’s true and lawful attorney, for and in name and
stead, to sell, assign and transfer all or any of the Membership Interests, and
for that purpose to make and execute all necessary acts of assignment and
transfer thereof; and to substitute one or more persons with like full power,
hereby ratifying and confirming all that said attorney or substitute or
substitutes shall lawfully do by virtue hereof.
Dated:
_______________1
|
NEVADA
GOLD & CASINOS, INC.
|
|||
|
By:
|
|
2
|
|
|
Name:
|
|||
|
Title:
|
|||
1 date to
be left blank
2 to be
executed by an authorized officer of Nevada Gold & Casinos,
Inc.
Exhibit
E
Fortress/Nevada
Gold & Casinos
Membership
Interest Pledge Agreement
EXHIBIT
F
(See
Section 4.7 of Pledge Agreement)
FORM OF
ACKNOWLEDGMENT
Reference
is hereby made to that certain Membership Interest Pledge Agreement dated as of
July 23, 2010 by and among Nevada Gold & Casinos, Inc., a Nevada corporation
(the “Grantor”), (as the
same may be amended, amended and restated, supplemented or otherwise modified
from time to time, the “Pledge Agreement”),
in favor of Fortress Credit Corp., as agent (the “Agent”), for the
benefit of the Lenders under the Credit Agreement. Capitalized terms
used herein and not defined herein shall have the meanings given to such terms
in the Pledge Agreement.
The
undersigned hereby acknowledges receipt of a copy of the foregoing Pledge
Agreement, agrees promptly to note on its books the security interests granted
under such Pledge Agreement with respect to the Collateral issued by the
undersigned, and waives any rights or requirement at any time hereafter to
receive a copy of such Pledge Agreement in connection with the registration of
any Collateral in the name of Agent or its nominee or the exercise of voting
rights by Agent.
|
XX
XXXXXXXXXX XX HOLDINGS, LLC
|
|||
|
By:
|
|
||
|
Name:
|
|||
|
Title:
|
|||
Exhibit
F
Fortress/Nevada
Gold & Casinos
Membership
Interest Pledge Agreement
