Term Agreement Section ---- ------------------ Accounts Receivable 2.17 Advances 2.17 Affiliate 2.1 Agreement Recitals Annual Financial Statements 2.6(a) Casino Recitals Claims 5.10(b) Closing 1.2(a) Closing Balance Sheet 1.5(a) Closing Date 1.2(a)...Stock Purchase Agreement • April 29th, 2005 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • Colorado
EXHIBIT 10.5 LICENSE AGREEMENT This LICENSE AGREEMENT (the "Agreement"), dated as of this _29th_ day of July, 1997, is by and between CASINO AMERICA, INC., a Delaware corporation ("Licensor"), and ISLE OF CAPRI BLACK HAWK L.L.C., a Colorado limited...License Agreement • November 14th, 1997 • Nevada Gold & Casinos Inc • Mineral royalty traders • Colorado
W I T N E S S E T H: - - - - - - - - - -Consulting Agreement • March 15th, 2001 • Nevada Gold & Casinos Inc • Mineral royalty traders • Texas
OF ICB L.L.C.Management Agreement • August 14th, 1997 • Nevada Gold & Casinos Inc • Mineral royalty traders • Colorado
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 9th, 2011 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 2, 2011, between Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
NEVADA GOLD & CASIONS, INC.,Nevada Gold & Casinos Inc • October 19th, 2011 • Services-miscellaneous amusement & recreation • New York
Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 3 Section 2.01 Designation and Terms of Securities 3 Section 2.02 Form of Securities and Trustee’s Certificate 5 Section 2.03 Denominations: Provisions for Payment 5 Section 2.04 Execution and Authentications 6 Section 2.05 Registration of Transfer and Exchange 6 Section 2.06 Temporary Securities 7 Section 2.07 Mutilated, Destroyed, Lost or Stolen Securities 7 Section 2.08 Cancellation 8 Section 2.09 Benefits of Indenture 8 Section 2.10 Authenticating Agent 8 Section 2.11 Global Securities 8 ARTICLE 3 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS 9 Section 3.01 Redemption 9 Section 3.02 Notice of Redemption 9 Section 3.03 Payment Upon Redemption 10 Section 3.04 Sinking Fund 10 Section 3.05 Satisfaction of Sinking Fund Payments with Securities 10 Section 3.06 Redemption of Securities for Sinking Fund 10 ARTICLE 4 COVENANTS 10 Sec
COMMON STOCK PURCHASE WARRANT NEVADA GOLD & CASINOS, INC.Common Stock Purchase • November 9th, 2011 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ______________, 20__ (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
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”).
EXHIBIT 10.4 MEMBERS AGREEMENT This Agreement is made as of this 29th day of July, 1997 among Casino America of Colorado, Inc., a Colorado corporation ("CAC"), Casino America, Inc., a Delaware corporation ("CA"), Blackhawk Gold, Ltd., a Colorado...Management Agreement • November 14th, 1997 • Nevada Gold & Casinos Inc • Mineral royalty traders • Colorado
I. RECITALS --------Security Agreement • February 10th, 2005 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation
PLACEMENT AGENCY AGREEMENT November 2, 2011Placement Agency Agreement • November 9th, 2011 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • New York
EXHIBIT 10.3 AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • November 14th, 1997 • Nevada Gold & Casinos Inc • Mineral royalty traders • Colorado
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • June 28th, 2013 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • California
This GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of June 26, 2013, 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”).
Recording Requested by and after Recording Return To: Sidley Austin LLPNevada Gold & Casinos Inc • July 29th, 2010 • Services-miscellaneous amusement & recreation
CREDIT AGREEMENT by and among WELLS FARGO GAMING CAPITAL, LLC, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, NEVADA GOLD & CASINOS, INC., as Parent, and A.G. TRUCANO, SON & GRANDSONS, INC., as Borrower Dated as of June...Credit Agreement • June 28th, 2013 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • California
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 26, 2013, 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”), A.G. TRUCANO, SON & GRANDSONS, INC., a South Dakota corporation (“Borrower”).
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • June 28th, 2013 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • California
This INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of June 26, 2013, 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:
UNCONDITIONAL AND CONTINUING GUARANTYUnconditional and Continuing Guaranty • May 5th, 2006 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • New York
THIS UNCONDITIONAL AND CONTINUING GUARANTY AGREEMENT (this "Guaranty") is made this 1st day of May, 2006, by Jeffrey Gural, an adult individual, (“Gural”) with a mailing address of Newmark & Company Real Estate, Inc., 125 Park Avenue, New York, New York 10017 and Nevada Gold & Casinos, Inc., a Nevada corporation with a mailing address of 3040 Post Oak Boulevard, suite 675, Houston, Texas 77056 (“Nevada Gold”) (Nevada Gold and Gural are sometimes collectively referred to herein as the "Guarantors"), to and for the benefit of All Capital, LLC, a Nevada limited liability company, having an address at 18 Strand Street, Frederiksted, VI 00841 (the “Payee”).
AMENDED AND RESTATED OPERATING AGREEMENT OF AMERICAN RACING AND ENTERTAINMENT, LLCOperating Agreement • March 3rd, 2006 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • New York
This Amended and Restated Operating Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) of American Racing and Entertainment, LLC (the “Company”), a New York limited liability company, is made as of the 1st day of March, 2006, by and among the Persons who have executed a counterpart signature page hereto on the date hereof and each other Person who may become a party hereto as a Member from time to time in accordance with the terms of this Agreement.
ESCROW AGREEMENTEscrow Agreement • November 30th, 2018 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • Nevada
This Escrow Agreement (this “Agreement”), dated as of November 29, 2018, is entered into by and among Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), Maverick Casinos LLC, a Nevada limited liability company (“Parent”), and Mutual of Omaha Bank, as escrow agent (the “Escrow Agent”).
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • June 28th, 2013 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • California
This INTERCREDITOR AND SUBORDINATION AGREEMENT (this “Agreement”) is dated as of June 26, 2013, and entered into by and between WELLS FARGO GAMING CAPITAL, LLC, a Delaware limited liability company (“WFGC”), in its capacity as agent under the Loan Documents (as hereinafter defined), including its successors and assigns in such capacity from time to time (“Agent”) and MICHAEL J. TRUCANO, as seller’s representative under the Trucano Documents (as defined below) (“Trucano”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 19th, 2016 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • Nevada
THIS EMPLOYMENT AGREEMENT (“Agreement”) shall be effective as of the 19th day of July, 2016 by and between MICHAEL P. SHAUNNESSY (“Employee”) and NEVADA GOLD & CASINOS, INC., a Nevada corporation (“Employer” or “the Company”).
NOTENevada Gold & Casinos Inc • July 29th, 2010 • Services-miscellaneous amusement & recreation
NG WASHINGTON II HOLDINGS, LLC, (the “Borrower”), promises to pay Fortress Credit Opportunities I LP or its registered successors or assigns (the “Lender”) the aggregate unpaid principal amount of its Pro Rata Share of the Loans made by the Lenders to Borrower pursuant to Article 2 of the Agreement (as hereinafter defined), at the main office of Fortress Credit Corp. in New York, New York, as Agent, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement (as hereinafter defined). Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Applicable Maturity Date and shall make such mandatory repayments as are required to be made under the terms of Article 2 of the Agreement (as hereinafter defined).
AMENDED AND RESTATED OPERATING AGREEMENT OF BUENA VISTA DEVELOPMENT COMPANY, LLC A NEW YORK LIMITED LIABILITY COMPANYOperating Agreement • June 21st, 2005 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • Nevada
THIS AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) is made and entered into as of the 21st day of April, 2005, by and between Casino Development & Management Company, LLC (“CD&M”) and Nevada Gold BVR, L.L.C. (“Nevada Gold”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 2nd, 2017 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • Washington
THIS EMPLOYMENT AGREEMENT (“Agreement”) shall be effective as of the 1st day of February, 2017 by and between VICTOR H. MENA (“Employee”) and NEVADA GOLD & CASINOS, INC., a Nevada corporation (“Employer” or “the Company”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 26th, 2018 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated May 1, 2018, by and between Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), and Michael P. Shaunnessy (“Employee”).
STOCK PURCHASE AGREEMENT by and among NEVADA GOLD & CASINOS, INC. NG SOUTH DAKOTA, LLC and THE STOCKHOLDERS of A.G. TRUCANO, SON & GRANDSONS, INC. and A.G. TRUCANO, SON & GRANDSONS, INC. October 18, 2011Stock Purchase Agreement • December 16th, 2011 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • Texas
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made this 18th day of October, 2011 by and among Nevada Gold & Casinos, Inc., a Nevada corporation having an address at 50 Briar Hollow Lane, Suite 500W, Houston, Texas 77027 (“Nevada Gold”), NG South Dakota, LLC, a South Dakota limited liability company and a wholly-owned subsidiary of Nevada Gold having an address at 50 Briar Hollow Lane, Suite 500W, Houston, Texas 77027 (the “Purchaser”), A.G. Trucano, Son & Grandsons, Inc., a South Dakota corporation having an address at 155 Sherman Street, Deadwood, South Dakota 57732(the “Corporation”), and each of the stockholders of the Corporation listed in Exhibit A and signatories hereto (each a “Seller” and, collectively, the “Sellers”).
AGREEMENT OF SALE BY AND BETWEEN COLUMBIA PROPERTIES VICKSBURG, LLC AND NEVADA GOLD VICKSBURG, LLCAgreement of Sale • November 14th, 2007 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • Mississippi
AGREEMENT AND PLAN OF MERGER among NEVADA GOLD & CASINOS, INC., MAVERICK CASINOS LLC and MAVERICK CASINOS MERGER SUB, INC. September 18, 2018Agreement and Plan of Merger • September 18th, 2018 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • Nevada
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 18, 2018, by and among Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), Maverick Casinos LLC, a Nevada limited liability company (“Parent”), and Maverick Casinos Merger Sub, Inc., a Nevada corporation and wholly owned Subsidiary of Parent (“Merger Sub” and collectively with the Company and Parent, the “Parties”).
As of October 31, 2012Nevada Gold & Casinos Inc • November 9th, 2012 • Services-miscellaneous amusement & recreation
Reference is made hereby to that certain Credit Agreement, dated as of October 7, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Nevada Gold & Casinos, Inc., a Nevada corporation (“Parent”), NG Washington, LLC, a Washington limited liability company (“NGWI”), NG Washington II, LLC, a Washington limited liability company (“NGWII”), and NG Washington III, LLC, a Washington limited liability company (“NGWIII” and together with NGWI and NGWII, are referred to hereinafter each individually as a “Borrower” and, individually and collectively, jointly and severally, as the “Borrowers”), the lenders party to the Credit Agreement as “Lenders” (each of such Lenders, together with their successors and permitted assigns, are referred to hereinafter as a “Lender”), and Wells Fargo Gaming Capital, LLC, a Delaware limited liability company, in its capacity as administrative agent for the Lenders and Bank Product Providers (in suc
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 30th, 2018 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • Nevada
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 29, 2018, is by and between Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), and Maverick Casinos LLC, a Nevada limited liability company (“Buyer”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 3rd, 2014 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • Nevada
THIS EMPLOYMENT AGREEMENT (“Agreement”) shall be effective as of the 30th day of October, 2014 by and between JAMES D. MEIER (“Employee”) and NEVADA GOLD & CASINOS, INC., a Nevada corporation (“Employer” or “the Company”).
ASSET PURCHASE AGREEMENT dated as of November 23, 2011 by and among COLORADO GRANDE ENTERPRISES, INC., as Seller, and G INVESTMENTS, LLC, as PurchaserAsset Purchase Agreement • November 30th, 2011 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • Colorado
THIS ASSET PURCHASE AGREEMENT is made and entered into as of this 23rd day of November, 2011 (the “Agreement”), by and among COLORADO GRANDE ENTERPRISES, INC., a Colorado corporation having an address at 300 East Bennett Avenue, Cripple Creek, Colorado 80813 (“Seller”), and G INVESTMENTS, LLC, a Colorado limited liability company having an address at 3030 Orion Drive, Colorado Springs, Colorado 80906 (“Purchaser”). Capitalized terms not defined herein shall have the meanings ascribed to such terms as set forth on the Glossary attached hereto and made a part hereof.
LOAN GUARANTY AGREEMENTLoan Guaranty Agreement • July 8th, 2009 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • Texas
FOR VALUABLE CONSIDERATION, and to induce Louise H. Rogers, a resident of the State of Texas (“Rogers”), to enter into the Amended and Restated Promissory Note dated July 7, 2009, in the principal amount of Six Million and No/100 Dollars ($6,000,000.00) in favor of Nevada Gold & Casinos, Inc., a Nevada corporation (“NGC”), 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”), NG Washington, L.L.C., a Washington state limited liability company (“NGW”), and Nevada Gold BVR, L.L.C., a Nevada limited liability company (“NGBVR”), and Rogers all enter into this Loan Guaranty Agreement (the “Guaranty”) as follows:
MANAGEMENT AGREEMENTManagement Agreement • November 12th, 2008 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • New York
THIS MANAGEMENT AGREEMENT (sometimes hereafter referred to as the “Agreement”), made this 10th day of November, 2008 by and between: OCEANS CASINO CRUISES, Inc. (including its subsidiaries, “Owner”) and NEVADA GOLD & CASINOS, INC. (“Manager”).
GUARANTYGuaranty • July 29th, 2010 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • New York
THIS GUARANTY (“Guaranty”) is made as of July 23, 2010, by NG WASHINGTON, LLC, a Washington limited liability company and NG WASHINGTON II, LLC, a Washington limited liability company (each a “Guarantor”, and collectively “Guarantors”), in favor of FORTRESS CREDIT CORP., as agent to Lenders (as defined in the Credit Agreement referred to below) (“Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement (as defined below).
