June 27,
2012


 


NEVADA GOLD &
CASINOS, INC.


50 Briar Hollow Lane, Suite 500w


Houston, TX 77027


Attn: Robert B. Sturges, CEO


Fax No.: (713) 621-6919


 


NEVADA GOLD &
CASINOS, INC.


50 Briar Hollow Lane, Suite 500w


Houston, TX 77027


Attn: Branko Milosevic, Associate General Counsel


Fax No.: (713) 296-5070


 


		Re:	Amendment Number Two to Credit Agreement (this “Amendment”)



 


Ladies and Gentlemen:


 


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 such capacity, together with its successors and assigns in such capacity, “Agent”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.


 


Subject to the terms
and conditions contained herein, Borrowers, Agent and Lenders have agreed to make certain amendments to the Credit Agreement.


 


Effective as of the
date hereof, Parent, Borrowers, Agent, and Lenders hereby agree to make the following amendments to the Credit Agreement:


 


1.             Schedule
1.1 to the Credit Agreement is hereby amended by amending and restating the definitions of “Corporate Overhead”
and “Management Agreements” as follows:


 


“Corporate Overhead”
means corporate overhead expense of Parent, as recorded in accordance with GAAP.


 



    	 



    	 



    

 


“Management
Agreements” means (a) that certain Management Agreement, dated as of July 23, 2010, by and between NGI and Parent, (b)
that certain Management Agreement, dated as of July 23, 2010, by and between NGII and Parent, (c) that certain Management Agreement,
dated as of July 18, 2011, by and between NGIII and Parent, and (d) the Management Agreement dated as of June 26, 2012 by and between
A.G. Trucano, Son & Grandsons, Inc. and Parent.


 


2.             Schedule
1.1 to the Credit Agreement is hereby amended by amending and restating clause (w) of the definition of “Permitted Indebtedness”
as follows:


 


(w)      Indebtedness
of Parent, NG South Dakota, and A.G. Trucano, Son & Grandsons, Inc. in an aggregate outstanding principal amount not to exceed
$1,800,000 incurred to pay slot machine stamp device fees for slot machines owned or operated by A.G. Trucano, Son & Grandsons,
Inc.


 


3.             Schedule
1.1 to the Credit Agreement is hereby amended by amending and restating clause (w) of the definition of “Permitted Liens”
as follows:


 


(w)      Liens
on Equity Interests of NG South Dakota and A.G. Trucano, Son & Grandsons, Inc. and the assets of NG South Dakota and A.G. Trucano,
Son & Grandsons, Inc. to secure the Indebtedness permitted pursuant to clause (w) of the definition of Permitted Indebtedness.


 


Each Borrower hereby
acknowledges and agrees that as of June 26, 2012, the outstanding principal amount of the Term Loan is $10,500,000. For the avoidance
of doubt, the foregoing does not include any interest that is accrued and unpaid. Effective on the date hereof, each Loan Party,
for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting
for or on behalf of, or claiming through it, hereby waives, releases, remises and forever discharges Agent and Lender, each of
their respective Affiliates, and each of their respective successors in title, past, present and future officers, directors, employees,
limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals
and all other persons and entities to whom any Agent or Lender would be liable if such persons or entities were found to be liable
to such Loan Party (each a “Releasee” and collectively, the “Releasees”), from any and all
claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements,
demands, obligations, liabilities, causes of action, damages, losses, costs and expenses of any kind or character, whether based
in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a
“Claim” and collectively, the “Claims”), whether known or unknown, fixed or contingent, direct,
indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforseen, past or present, liquidated or unliquidated,
suspected or unsuspected, which such Loan Party ever had from the beginning of the world to the date hereof, now has, or might
hereafter claim to have had against any such Releasee which relates, directly or indirectly to the Credit Agreement, any other
Loan Document, or to any acts or omissions of any such Releasee with respect to the Credit Agreement or any other Loan Document,
or to the lender-borrower relationship evidenced by the Loan Documents. As to each and every claim released hereunder, each of
each Loan Party hereby represents that it has received the advice of legal counsel with regard to the releases contained herein,
and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which
provides as follows:


 


“A GENERAL RELEASE
DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”


 



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As to each and every
claim released hereunder, each Loan Party also waives the benefit of each other similar provision of applicable federal or state
law, if any, pertaining to general releases after having been advised by its legal counsel with respect thereto.


 


Each Loan Party acknowledges
that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such
claims, demands, or causes of action and agrees that this instrument shall be and remain effective in all respects notwithstanding
any such differences or additional facts. Each Loan Party understands, acknowledges and agrees that the release set forth above
may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding
which may be instituted, prosecuted or attempted in breach of the provisions of such release.


 


Each Loan Party, for
itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting
for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and
in favor of each Releasee above that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee
on the basis of any claim released, remised and discharged by such Person pursuant to the above release. Each of Loan Party further
agrees that it shall not dispute the validity or enforceability of the Credit Agreement or any of the other Loan Documents or any
of its obligations thereunder, or the validity, priority, enforceability or the extent of Agent’s Lien on any item of Collateral
under the Credit Agreement or the other Loan Documents. If any Loan Party or any of its successors, assigns, or officers, directors,
employees, agents or attorneys, or any Person acting for or on behalf of, or claiming through them violate the foregoing covenant,
such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages
as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by such Releasee as a result
of such violation.


 


Each Borrower hereby
reconfirms its obligations pursuant to Section 2.5 of the Credit Agreement to pay and reimburse Agent for all costs and
expenses (including, without limitation, reasonable documented fees of counsel) incurred in connection with the negotiation, preparation,
execution and delivery of this Amendment and all other documents and instruments delivered in connection herewith, in each case
subject to the terms and conditions of the Credit Agreement.


 


The Credit Agreement,
as amended hereby, and each of the other Loan Documents, as amended as of the date hereof, shall be and remain in full force and
effect in accordance with their respective terms and hereby are restated, ratified and confirmed in all respects. The execution,
delivery, and performance of this Amendment shall not operate, except as expressly set forth herein, as a waiver of, consent to,
or a modification or amendment of, any right, power, or remedy of Agent or any Lender under the Credit Agreement or any other Loan
Document. Except for the amendments to the Credit Agreement expressly set forth herein, the Credit Agreement and the other Loan
Documents shall remain unchanged and in full force and effect. The amendments, consents, waivers and modifications set forth herein
are limited to those specified herein, shall not apply with respect to any facts or occurrences other than those on which the same
are based, shall neither excuse future non-compliance with the Loan Documents nor operate as a waiver of any Default or Event of
Default, shall not operate as a consent to any further or other matter under the Loan Documents and shall not be construed as an
indication that any future waiver of covenants or any other provision of the Credit Agreement will be agreed to, it being understood
that the granting or denying of any waiver which may hereafter be requested by Borrower remains in the sole and absolute discretion
of Agent and Lenders in accordance with Section 14.1 of the Credit Agreement.


 



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Each Loan Party hereby
represents and warrants that (a) the execution, delivery, and performance of this Amendment are within its limited liability company,
corporate or similar powers, have been duly authorized by all necessary limited liability, corporate or other action of such Loan
Party, and are not in contravention of any material provision of federal, state, or local law or regulation applicable to it, or
any order, judgment or decree of any court or other Governmental Authority binding on it, or of the terms of its charter or bylaws,
or of any material contract of such Loan Party (except as would not reasonably be expected to have a Material Adverse Effect),
(b) after giving effect to this Amendment, as of the date hereof, no Default or Event of Default shall have occurred and be continuing,
and (c) after giving effect to this Amendment, the representations and warranties in the Credit Agreement and the other Loan Documents
shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations
and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though
made on such date (except to the extent that such representations and warranties relate solely to an earlier date).


 


Each Loan party hereby
(a) acknowledges and reaffirms its obligations owing to Agent and Lenders under each Loan Document to which it is a party, and
(b) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect as modified hereby.
Each Loan Party hereby further ratifies and reaffirms the validity and enforceability of all of the liens and security interests
heretofore granted, pursuant to and in connection with the Guaranty and Security Agreement or any other Loan Document, to Agent,
as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges
that all of such Liens and security interests, and all Collateral heretofore pledged as security for such obligations, continue
to be and remain collateral for such obligations from and after the date hereof. All obligations owing by each Loan Party to Agent
and Lenders are unconditionally owing by such Loan Party to Agent and Lenders, without offset, defense, withholding, counterclaim
or deduction of any kind, nature or description whatsoever.


 


THIS AMENDMENT SHALL
BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION
12 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.


 


This Amendment may
be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered,
shall be deemed to be an original, and all of which, taken together, shall constitute but one and the same Amendment. Delivery
of an executed counterpart of this Amendment by telefacsimile or other electronic image scan transmission (e.g., “PDF”
or “tif” via email) shall be equally effective as delivery of an original executed counterpart of this Amendment. Any
party delivering an executed counterpart of this Amendment by telefacsimile or other electronic image scan transmission also shall
deliver an original executed counterpart of this Amendment but the failure to deliver an original executed counterpart shall not
affect the validity, enforceability, and binding effect of this Amendment.


 


Each of the
undersigned Guarantors consent to the amendments to the Credit Agreement and waiver contained herein. Although the undersigned
Guarantors have been informed of the matters set forth herein and have consented to same, each Guarantor understands that the Lender
Group has no obligations to inform it of such matters in the future or to seek its acknowledgement or agreement to future consents
or amendments, and nothing herein shall create such a duty.


 


This Amendment is a
Loan Document.


 


[Signature pages to follow.]


 



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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized
as of the date first written above.


  


	 	Very Truly Yours, 
	 	 
	 	
        WELLS FARGO GAMING
        CAPITAL, LLC,

        a Delaware limited liability company, as Agent and a Lender

	 	 
	 	By:	/s/ Everardo Gomez
	 	Name:	Everardo Gomez
	 	Title:	AVP


 


Accepted, acknowledged, and agreed:


 


	
        NEVADA GOLD & CASINOS, INC.,

        a Nevada corporation

	 
	By:	/s/ Robert B. Sturges	 
	Name:	Robert B. Sturges	 
	Title:	CEO	 
	 
	
        NG WASHINGTON, LLC,

        a Washington limited liability company

	 
	By:	/s/ Robert B. Sturges	 
	Name:	Robert B. Sturges	 
	Title:	Manager	 
	 
	
        NG WASHINGTON II, LLC,

        a Washington limited liability company

	 
	By:	/s/ Robert B. Sturges	 
	Name:	Robert B. Sturges	 
	Title:	Manager	 
	 
	
        NG WASHINGTON III, LLC,

        a Washington limited liability company

	 
	By:	/s/ Robert B. Sturges	 
	Name:	Robert B. Sturges	 
	Title:	Manager	 


 



    	 



    	 



    

 


	NG WASHINGTON II HOLDINGS, LLC,
	a Delaware limited liability company
	 
	By:	/s/ Robert B. Sturges	 
	Name:	 Robert B. Sturges
	Title: 	Manager


 


	NG SOUTH DAKOTA, LLC,
	a South Dakota limited liability company
	 
	By:	/s/ Robert B. Sturges	 
	Name:	 Robert B. Sturges
	Title:	 Manager


 


	NEVADA GOLD SPEEDWAY, LLC,
	a Nevada limited liability company
	 
	By:	/s/ Robert B. Sturges	 
	Name: 	Robert B. Sturges
	Title:	 Manager


 


	A.G. TRUCANO, SON & GRANDSONS, INC.,
	a South Dakota corporation
	 
	By:	/s/ Robert B. Sturges	 
	Name: 	Robert B. Sturges
	Title:	 President


 



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