ex102.htm


    Exhibit
10.2

     

    SECURED PROMISSORY
NOTE

     

    
      	
              $1,500,000

            	
              Las
      Vegas, Nevada

            	
              June
      1, 2009

            


    

    


     

    FOR VALUE
RECEIVED, the undersigned, LAS VEGAS GAMING, INC., a Nevada corporation ("Maker"), hereby promises to pay to
the order of IGT, a Nevada corporation ("Payee") at 9295 Prototype Drive,
Reno, Nevada 89521, by wire transfer or cashiers check, the principal sum of ONE
MILLION FIVE HUNDRED THOUSAND AND NO/100 Dollars ($1,500,000), or such lesser
amount as may be payable hereunder pursuant to the terms of this Secured
Promissory Note, together with accrued interest on the outstanding principal
balance from day to day remaining as herein specified.

     

    1.           Payments.  The
outstanding principal balance of this Secured Promissory Note, together with all
accrued but unpaid interest, shall be due and payable in one payment on January
29, 2010 (the "Due
Date"). Maker may prepay all or
any portion of the principal of this Secured Promissory Note without giving
Payee prior written notice of its intention to make such prepayment and without
a prepayment penalty. Any prepayment shall be accompanied by a payment of all
accrued interest on the amount of principal being prepaid.

     

    All
payments and prepayments of principal or interest on this Secured Promissory
Note shall be made in lawful money of the United States of America at the
address of Payee indicated above, or such other place as the holder of this
Promissory Note shall designate in writing to Maker. Each payment under this
Secured Promissory Note shall be credited first to accrued but unpaid interest
and then to the principal balance of this Secured Promissory Note.

     

    2.           Interest
Rate.  The outstanding principal balance hereof shall bear
interest commencing June 1, 2009 and continuing thereafter prior to maturity at
a fluctuating rate per annum which shall from day to day be equal to the lesser
of (a) the Maximum Rate (hereinafter defined) or (b) 10.0% (the "Note
Rate");
provided, however, if at any time the Note Rate shall exceed the Maximum Rate,
thereby causing the interest rate hereon to be limited to the Maximum Rate, then
any subsequent increase in the Maximum Rate will increase the rate of interest
hereon to the Maximum Rate until the total amount of interest accrued hereon
equals the amount of interest which would have accrued hereon if the Note Rate
had at all times been in effect. All past due principal and interest shall bear
interest at the lesser of (i) the Maximum Rate or (ii) 18%. "Maximum
Rate" means the
maximum rate of nonusurious interest permitted from day to day by applicable
law.

     

    Each
change in the rate to be charged on this Secured Promissory Note shall be
effective without notice as of the effective date of each change in the Maximum
Rate. Interest on the indebtedness evidenced by this Secured Promissory Note
shall be computed on the basis of a year of 365 or 366 days, as the case may be,
and the actual number of days elapsed (including the first day but excluding the
last day).

     

    
      
         

      

      
        - 1
-

        
          

        

      

      
         

      

    

     

     

    Notwithstanding
anything to the contrary contained herein, no provisions of this Secured
Promissory Note shall require the payment or permit the collection of interest
in excess of the Maximum Rate. If any excess of interest in such respect is
herein provided for, or shall be adjudicated to be so provided, in this Secured
Promissory Note or otherwise in connection with this loan transaction, or is
otherwise charged or received by Payee in connection with this Secured
Promissory Note, the provisions of this paragraph shall govern and prevail, and
neither Maker nor the sureties, guarantors, successors or assigns of Maker shall
be obligated to pay the excess amount of such interest, or any other excess sum
paid for the use, forbearance or detention of sums loaned pursuant hereto.
If for any reason
interest in excess of the Maximum Rate shall be deemed charged, required or
permitted by any court of competent jurisdiction, any such excess shall be
applied as a payment and reduction of the principal of indebtedness evidenced by
this Secured Promissory Note; and, if the principal amount hereof has been paid
in full, any remaining excess shall forthwith be paid to Maker. In determining
whether or not the interest paid or payable exceeds the Maximum Rate, Maker and
Payee shall, to the extent permitted by applicable law, (a) characterize any
nonprincipal payment as an expense, fee, or premium rather than as interest, (b)
exclude voluntary prepayments and the effects thereof and (c) amortize, prorate,
allocate, and spread in equal or unequal parts the total amount of interest
throughout the entire contemplated term of the indebtedness evidenced by this
Secured Promissory Note so that the interest for the entire term does not exceed
the Maximum Rate.

     

    3.           Security.  This
Secured Promissory Note is executed as of September 4, 2009 to be effective as
of June 1, 2009 and is a continuation of the indebtedness of Maker to Payee
incurred pursuant to, and is secured and guaranteed as provided in, that certain
IGT-LVGI Binding Term Sheet dated February, 2009 between Maker and Payee (the
"Advance Term
Sheet"), as
supplemented and amended on the terms set forth herein. The obligation of Maker
to Payee pursuant to the Advance Term Sheet and this Secured Promissory Note is
secured by all the assets of Maker as set forth in the Advance Term Sheet, the
Security Agreement between Maker and Payee dated May 22, 2009 (the "Security
Agreement"), the
Trademark Security Agreement between Maker and Payee dated May 22, 2009 (the
"First Trademark
Security Agreement"), the Trademark Security
Agreement between Maker and Payee dated June 8, 2009 (the "Second Trademark
Security Agreement"), the Patent Security Agreement between Maker and
Payee dated May 22, 2009 (the "First Patent
Security Agreement"), and the Patent Security
Agreement between Maker and Payee dated June 8, 2009 (the "Second Patent
Security Agreement") (the Advance Term Sheet,
the Security Agreement, the First Trademark Security Agreement, the Second
Trademark Security Agreement, the First Patent Security Agreement, and the
Second Patent Security Agreement, the "Security
Documents").
Reference is hereby made to the Security Documents for a description of the
properties and assets in which a lien or security interest has been granted, the
nature and extent of the security, the terms and conditions upon which the liens
and security interests were granted and the rights of the holder of this
Promissory Note in respect thereof. Without limiting the foregoing or any other
provision of this Promissory Note, for and in consideration of Payee's agreement
to extend the due date of the indebtedness incurred under the Advance Term Sheet
to January 29, 2010 as contemplated in this Promissory Note, to secure the
prompt, punctual, and faithful performance of all and each of the Liabilities
(as defined in the Security Agreement), Maker hereby grants to Payee, for the
benefit of Payee and any affiliate of Payee (and hereby reconfirms its grant to
Payee, for the benefit of Payee and any affiliate of Payee, pursuant to the
Security Documents of), a continuing security interest in and to, and assigns to
Payee the following (subject only to the terms of that certain Lien Release
dated August 19, 2009 executed by Payee in favor of Maker pursuant to which
Payee released its lien on certain specified assets of Maker that were sold by
Maker pursuant to that certain Asset Purchase Agreement dated August 19, 2009
between Maker and Gaming Arts, LLC), and each item thereof, whether now owned or
now due, or in which Maker has an interest, or hereafter acquired, arising, or
to become due, or in which Maker obtains an interest, and all products,
proceeds, substitutions, and accessions of or to any of the following (all of
which, together with any other property in which Payee may in the future be
granted a security interest, is referred to herein as the "Collateral"):

     

     

    
      
         

      

      
        - 2
-

        
          

        

      

      
         

      

    

     

     

    (a)           All
accounts and accounts receivable;

     

    (b)           All
inventory;

     

    (c)           All
general intangibles;

     

    (d)           All
equipment;

     

    (e)           All
goods;

     

    (f)           All
fixtures;

     

    (g)           All
chattel paper.

     

    (h)           All
letter-of-credit rights;

     

    (i)           All
payment intangibles;

     

    (j)           All
supporting obligations;

     

    (k)           All
books, records, and information relating to the Collateral and/or to the
operation of Maker's business, and all rights of access to such books, records,
and information, and all property in which such books, records, and information
are stored, recorded, and maintained;

     

    (l)           All
leasehold interests;

     

    (m)           All
investment property, instruments, documents, deposit accounts, money, policies
and certificates of insurance, deposits, impressed accounts, compensating
balances, cash, or other property;

     

    (n)           All
insurance proceeds, refunds, and premium rebates, including, without limitation,
proceeds of fire and credit insurance, whether any of such proceeds, refunds,
and premium rebates arise out of any of the foregoing. ((a) through (m)) or
otherwise; and

     

    (o)           All
liens, guaranties, rights, remedies, and privileges pertaining to any of the
foregoing ((a) through (n)), including the right of stoppage in
transit.

     

     

    
      
         

      

      
        - 3
-

        
          

        

      

      
         

      

    

     

    All terms
used in this Section 3 and not otherwise defined in this Promissory Note shall
have the meanings given to them in the Nevada Uniform Commercial Code. It is
intended that the Collateral include all assets of Maker.

     

    4.           Events of
Default.  Maker shall be in default hereunder upon the
happening of any of the following events or conditions (each such event or
condition hereinafter referred to as an "Event of
Default"):

     

    (a)           Maker
shall fail to pay when due any principal of or accrued and unpaid interest on
this Promissory Note on or before three business days after Payee has given
Maker written notice of such payment default.

     

    (b)Maker
shall breach any of the terms of any of the Security Documents.

     

    (c)           Maker
shall fail to pay when due any principal of or accrued and unpaid interest on
any indebtedness of Maker for borrowed money, and such failure to pay shall
remain unremedied for a period of five business days.

     

    (d)           Maker
or any subsidiary of Maker shall breach any of the terms of any agreement
between Maker or any of its subsidiaries, on the one hand, and Payee or any of
its affiliates, on the other hand.

     

    (e)           Maker
shall commence a voluntary proceeding seeking liquidation, reorganization, or
other relief with respect to itself or its debts under any bankruptcy,
insolvency, or other similar law now or hereafter in effect, or seeking the
appointment of a trustee, receiver, liquidator, custodian, or other similar
official for it or a substantial part of its property or shall consent to any
such relief or to the appointment of or taking possession by any such official
in an involuntary case or other proceeding commenced against it or shall make a
general assignment for the benefit of creditors or shall take any corporate
action to authorize any of the foregoing.

     

    (f)           Any
involuntary proceeding shall be commenced against Maker seeking liquidation,
reorganization, or other relief with respect to it or its debts under any
bankruptcy, insolvency, or other similar law now or hereafter in effect, or
seeking the appointment of a trustee, receiver, liquidator, custodian, or other
similar official for it or a substantial part of its property, and such
involuntary proceeding shall remain undismissed and unstayed for a period of
ninety (90) days.

     

    (g)           The
failure by Maker to timely file with the United States Securities and Exchange
Commission all reports and other documents required of the Maker under the
Securities Act of 1933 and the Securities Exchange Act of 1934.

     

     

    
      
         

      

      
        - 4
-

        
          

        

      

      
         

      

    

     

    5.           Remedies.  Maker
shall promptly notify Payee upon becoming aware of the occurrence of an Event of
Default hereunder. Upon the occurrence of any Event of Default set forth in
clauses (b) or (c) above, the entire unpaid principal balance of and accrued
interest on this Secured Promissory Note shall immediately become due and
payable with no action required by the holder hereof. Upon the occurrence of any
other Event of Default, the holder hereof may, at its option, declare the entire
unpaid principal of and accrued interest on this Secured Promissory Note
immediately due and payable without notice, demand or presentment, all of which
are hereby waived, and upon such declaration the same shall become and shall be
immediately due and payable. Failure of the holder hereof to exercise this
option shall not constitute a waiver of the right to exercise the same upon the
occurrence of a subsequent Event of Default.

     

    If the
holder hereof expends any effort in any attempt to enforce payment of all or any
part or installment of any sum due the holder hereunder, or if this Secured
Promissory Note is placed in the hands of an attorney for collection, or if it
is collected through any legal proceedings, all reasonable collection costs and
fees incurred by the holder, including reasonable attorneys' fees shall be added
to the principal amount of this Secured Promissory Note.

     

    6.           GOVERNING LAW;
VENUE.  THIS SECURED PROMISSORY NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA AND THE APPLICABLE
LAWS OF THE UNITED STATES OF AMERICA. THIS SECURED PROMISSORY NOTE IS
PERFORMABLE IN CLARK COUNTY, NEVADA. ANY ACTION OR PROCEEDING UNDER OR IN
CONNECTION WITH THIS SECURED PROMISSORY NOTE AGAINST MAKER OR ANY OTHER PARTY
EVER LIABLE FOR PAYMENT OF ANY SUMS OF MONEY PAYABLE ON THIS SECURED PROMISSORY
NOTE MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT IN CLARK COUNTY, NEVADA. MAKER
AND EACH SUCH OTHER PARTY HEREBY IRREVOCABLY (I) SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF SUCH COURTS AND (II) WAIVES ANY OBJECTION IT MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN SUCH
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT
THE RIGHT OF PAYEE TO BRING ANY ACTION OR PROCEEDING AGAINST MAKER OR ANY OTHER
PARTY LIABLE HEREUNDER OR WITH RESPECT TO ANY COLLATERAL IN ANY STATE OR FEDERAL
COURT IN ANY OTHER JURISDICTION. ANY ACTION OR PROCEEDING BY MAKER OR ANY OTHER
PARTY LIABLE HEREUNDER AGAINST PAYEE SHALL BE BROUGHT ONLY IN A COURT LOCATED IN
CLARK COUNTY, NEVADA.

     

    7.           Waivers.  Maker
and each surety, guarantor, endorser, and other party ever liable for payment of
any sums of money payable on this Secured Promissory Note jointly and severally
waive notice, presentment, demand for payment, protest, notice of protest and
nonpayment or dishonor, notice of acceleration, notice of intent to accelerate,
notice of intent to demand, diligence in collecting, grace, and all other
formalities of any kind, and consent to all extensions without notice for any
period or periods of time and partial payments, before or after maturity, and
any impairment of any collateral securing this Secured Promissory Note, all
without prejudice to the holder. The holder shall similarly have the right to
deal in any way, at any time, with one or more of the foregoing parties without
notice to any other party, and to grant any such party any extensions of time
for payment of any of said indebtedness, or to release or substitute part or all
of the collateral securing this Secured Promissory Note, or to grant any other
indulgences or forbearances whatsoever, without notice to any other party and
without in any way affecting the personal liability of any party
hereunder.

     

     

    
      
         

      

      
        - 5
-

        
          

        

      

      
         

      

    

     

    8.           ENTIRETY.  THIS
SECURED PROMISSORY NOTE, THE BINDING TERM SHEET, THE SECURITY DOCUMENTS, AND ALL
OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED BY MAKER IN
CONNECTION WITH THE INDEBTEDNESS EVIDENCED BY THE BINDING TERM SHEET, AND THIS
SECURED PROMISSORY NOTE EMBODY THE FINAL, ENTIRE AGREEMENT OF MAKER AND PAYEE
WITH RESPECT TO THE INDEBTEDNESS EVIDENCED BY THIS SECURED PROMISSORY NOTE AND
SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE INDEBTEDNESS EVIDENCED
BY THIS SECURED PROMISSORY NOTE AND MAY NOT BE CONTRADICTED OR VARIED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS
OF MAKER AND PAYEE. THERE ARE NO ORAL AGREEMENTS BETWEEN MAKER AND
PAYEE.

     

    MAKER:      LAS VEGAS GAMING,
INC.

    


    By:
 /s/         
Las Vegas Gaming,
Inc.                              

    Name:          
 Bruce A.
Shepard                                        


    Title:        
    Chief Financial
Officer                                 

    


    Address for
Notice:

    


    Las Vegas
Gaming, Inc.

    3980
Howard Hughes Parkway, Suite 450

    Las
Vegas, Nevada 89169

    Attn:
Bruce Shepard

    


    PAYEE:          IGT

    By:  /s/         
 Craig
Billings                                              


    Name:   
         Craig
Billings                                             


    Title:      
        VP of Corp
Fin                                           


    


    Address for
Notice:

    


    IGT

    9295
Prototype Drive

    Reno,
Nevada 89521

    Attn:           Craig
Billings

                        
J.
Kenneth Creighton

    


     


    
      
         


      

      
        - 6
-