as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, NEVADA GOLD & CASINOS, INC. as Parent, and NG WASHINGTON, LLC, NG WASHINGTON II, LLC, and NG WASHINGTON III, LLC, as Borrowers Dated as of October 7, 2011Credit Agreement • October 28th, 2011 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • California
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 7, 2011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO GAMING CAPITAL, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), NEVADA GOLD & CASINOS, INC., a Nevada corporation (“Parent”), NG WASHINGTON, LLC, a Washington limited liability company (“NGI”), NG WASHINGTON II, LLC, a Washington limited liability company (“NGII”), and NG WASHINGTON III, LLC, a Washington limited liability company (“NGIII”, and together with NGI and NGII, each individually a “Borrower” and collectively, jointly and severally, “Borrowers”).
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • October 28th, 2011 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • California
This GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of October 7, 2011, among Parent, the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), the Persons listed on the signature pages hereof as “Guarantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Guarantor” and collectively, the “Guarantors”), and WELLS FARGO GAMING CAPITAL, LLC, a Delaware limited liability company, in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • October 28th, 2011 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • California
This INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of October 7, 2011, is entered into by and among the Obligors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by joinder (collectively, jointly, and severally, the “Obligors” and each, individually, an “Obligor”), in favor of WELLS FARGO GAMING CAPITAL, LLC, a Delaware limited liability company, in its capacity as administrative agent for the below defined Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), in light of the following:
INTERCREDITOR AGREEMENTIntercreditor Agreement • October 28th, 2011 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • California
This INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of October 7, 2011, and entered into by and between WELLS FARGO GAMING CAPITAL, LLC, a Delaware limited liability company, in its capacity as agent under the First Lien Documents (as hereinafter defined), including its successors and assigns in such capacity from time to time (“First Lien Agent”) and LOUISE H. ROGERS, as her separate property, as lender under the Rogers Documents (as defined below), including her successors and assigns (including any trust holding any of her assets or property and her estate, if any) (“Rogers”).
Amended Schedule of Collateral, Notes, Security Interests, and Ownership Interests October 7, 2011Nevada Gold & Casinos Inc • October 28th, 2011 • Services-miscellaneous amusement & recreation
This Amended 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 Louise H. Rogers as the Holder and Secured Party (“Rogers”) effective as of July 7, 2009, and as amended effective as of October 7, 2011. This Amended 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 Rogers a security interest according to the terms of the ARSA and pursuant to applicable Commercial Pledge Agreements as additional collateral t
AMENDED COLLATERAL ASSIGNMENT OF NOTES, CONTRACTUAL RIGHTS, SECURITY INTERESTS, AND OWNERSHIP INTERESTSSecurity Interests, and Ownership Interests • October 28th, 2011 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation
This Amended 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 Louise H. Rogers, an individual, as her separate property (“Rogers”), as amended effective October 7, 2011.
SECOND AMENDMENT TO THE JULY 2009 AMENDED AND RESTATED SECURITY AGREEMENT AND SCHEDULE OF COLLATERALSecurity Agreement • October 28th, 2011 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • Texas
This Second Amendment to the July 2009 Amended and Restated Security Agreement (“Amendment”) is made to be effective as of October 7 2011, by and between Louise H. Rogers, an individual who resides in Tyler, Smith County, Texas, as her separate property (“Rogers”), and Nevada Gold & Casinos, Inc., a Nevada corporation, with its principal place of business at 50 Briar Hollow Lane, Suite 500W, Houston, Texas, 77027-9304 (“NGC”), as the relevant parties to the ARSA (as defined in the Recitals below)
