Recording Requested by and after Recording Return To: Sidley Austin LLPNevada Gold & Casinos Inc • July 29th, 2010 • Services-miscellaneous amusement & recreation
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).
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).
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • July 29th, 2010 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • New York
This Environmental Indemnity Agreement (as amended, restated, supplemented and otherwise modified from time to time, this “Agreement”) is entered into as of July 23, 2010, by NEVADA GOLD & CASINOS, INC., a Nevada corporation (“Borrower’s Parent”), NG WASHINGTON II HOLDINGS, INC. a Delaware limited liability company (“Borrower”) and NG WASHINGTON II, LLC, a Washington limited liability company (“Borrower’s Subsidiary” and, collectively with Borrower’s Parent and Borrower, the “Indemnitors” and each an “Indemnitor”) in favor of FORTRESS CREDIT CORP., a Delaware corporation, (“Agent”), as agent to Lenders (as defined hereinafter) with reference to the following matters:
Recording Requested by andSublease Agreement • July 29th, 2010 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 29th, 2010 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation
This AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of July 20, 2010, is made by and between NG Washington II, LLC, a Washington limited liability company (“Buyer”), and Grant Thornton Limited, in its capacity as court-appointed receiver and not in its personal capacity (the “Receiver”) for Big Nevada, Inc., a Washington corporation, Gameco, Inc., a Washington corporation, Gaming Consultants, Inc., a Washington corporation, Gaming Management, Inc., a Washington corporation, Golden Nugget Tukwila, Inc., a Washington corporation, Hollydrift Gaming, Inc., a Washington corporation, Little Nevada, Inc., a Washington corporation, Mill Creek Gaming, Inc., a Washington corporation, Royal Casino Holdings, Inc., a Washington corporation, and Silver Dollar Mill Creek, Inc., a Washington corporation. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
MEMBERSHIP INTEREST PLEDGE AGREEMENTMembership Interest Pledge Agreement • July 29th, 2010 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • New York
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.
AMENDMENT, WAIVER, AND RELEASE TO THE AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • July 29th, 2010 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • Texas
This Amendment, Waiver, and Release to the Amended and Restated Security Agreement (“Agreement”) is made as of July 19, 2010, 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”); 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”); all as parties to the ARSA (as defined in the Recitals below) and, together with NG Washington, LLC, a Washington limited liability company (“NGW”), each in their respective separate capacities as “NGC Guarantors” under the Loan Guaranty Agreement (as defined in the Recitals below).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 29th, 2010 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • New York
THIS PLEDGE AND SECURITY AGREEMENT (as amended, restated, supplemented and otherwise modified and in effect from time to time, this “Security Agreement”) is entered into as of July 23, 2010 among THE PARTIES LISTED ON SCHEDULE 1 (“Grantors” and each a “Grantor”), and FORTRESS CREDIT CORP., in its capacity as Agent (“Agent”) for the lenders party to the Credit Agreement referred to below.
CREDIT AGREEMENT Dated as of July 23, 2010 among NG WASHINGTON II HOLDINGS, LLC as borrower, THE LENDERS THAT ARE SIGNATORIES HERETO, and FORTRESS CREDIT CORP. as agentCredit Agreement • July 29th, 2010 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • New York
THIS CREDIT AGREEMENT, dated as of July 23, 2010 (as amended, amended and restated, supplemented and/or otherwise modified and in effect from time to time, this “Agreement”), is entered into among NG WASHINGTON II HOLDINGS, LLC, a Delaware limited liability company ( “Borrower”), the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and FORTRESS CREDIT CORP., a Delaware corporation, as agent to the Lenders (together with its successors and assigns, “Agent”).
