COLLATERAL ASSIGNMENT OFNOTES, CONTRACTUAL RIGHTS, SECURITY INTERESTS, ANDOWNERSHIP 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 Louise H. Rogers, an individual, as her separate property (“Rogers”), as of July 7, 2009.

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”), Rogers agreed to loan to NGC and NGC agreed to borrow from Rogers 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 Rogers, 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.

Rogers 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 Rogers as security for the payment of all Obligations (as defined in the July 2009 ARSA).

For good and valuable consideration, the receipt and sufficiency of which are acknowledged and confessed by Rogers and NGC, NGC, by its signature on this Collateral Assignment, transfers, assigns, pledges, sells, grants, and conveys to Rogers 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 Sharon E. Conway, counsel for Rogers, at 2441 High Timbers, Suite 410, The Woodlands, Texas, 77380-1052, 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 Rogers and NGC, NGC, by its signature on this Collateral Assignment, transfers, assigns, pledges, sells, grants, and conveys to Rogers 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 Sharon E. Conway, counsel for Rogers, at 2441 High Timbers, Suite 410, The Woodlands, Texas, 77380-1052, 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 Rogers.

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 Rogers 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 Rogers a stock power, power of attorney, and/or an updated Exhibit B, as applicable and as requested by counsel for Rogers, 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 Rogers under the July 2009 Loan Documents.

Executed to be effective as of July 7, 2009.

 

 

 

 

 

 

Loans as of July 7, 2009:

Ownership Interests as of July 7, 2009:

F.N. 1:           The pledge of the ownership interest in CGC Holdings, L.L.C., and Colorado Grande Enterprises, Inc., subjects Rogers to the jurisdiction of the gaming authorities of the State of Colorado and Rogers 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.