Exhibit 10.13


 


STOCK PLEDGE AGREEMENT


(GUARANTOR)


 


This STOCK PLEDGE AGREEMENT (as amended, restated,
supplemented, renewed or otherwise modified from time to time,
this “Agreement”), dated as of January 23, 2004, is entered into by and
among GOLDEN
NUGGET EXPERIENCE, LLC, a
Nevada limited liability company (“Pledgor”) and WELLS FARGO
FOOTHILL, INC., a California corporation, as the arranger,
administrative agent and documentation agent for the below-defined Lenders (in
such capacity, together with its successors, if any, “Agent”), with
reference to the following:


 


WHEREAS, Poster Financial Group, Inc. (“Parent”),
GNL, Corp. (“GNL”), and GNLV, CORP. (“GNLV” and together with
Parent and GNL, collectively, the “Borrowers”), the below-defined
Lenders (such Lenders, together with Agent, individually and collectively,
jointly and severally, the “Lender Group”), and Agent, are
contemporaneously herewith, entering into that certain Loan and Security
Agreement of even date herewith (as amended, restated, supplemented, refinanced, renewed or otherwise
modified from time to time, the “Loan Agreement”);


 


WHEREAS, contemporaneously herewith, the Pledgor has
executed and delivered that certain Guaranty (as amended, restated, supplemented, renewed
or otherwise modified from time to time, the “Guaranty”)
in favor of Agent respecting certain obligations of the Borrowers to the Lender
Group and the Bank Product Providers in connection with the Loan Agreement;


 


WHEREAS, Parent, as issuer,
and HSBC Bank USA, as the indenture trustee, are contemporaneously herewith,
entering into that certain Indenture of even date herewith (as amended, restated,
supplemented, renewed or otherwise modified from time to time, the “Indenture”);


 


WHEREAS, the Borrowers,
Wells Fargo Bank, National Association, as collateral agent, and Agent are
parties to a certain Intercreditor Agreement, dated as of January 23, 2004 (as amended, restated,
supplemented, renewed or otherwise modified from time to time, the “Intercreditor Agreement”);


 


WHEREAS, the Pledgor legally and beneficially owns the
specified Equity Interests identified as Pledged Interests in the Persons
identified as Issuers listed under the name of the Pledgor on Schedule A
attached hereto (or any addendum thereto); and


 


WHEREAS, to induce the Lender Group to make the
financial accommodations provided to the Borrowers pursuant to the Loan
Agreement, the Pledgor desires to pledge, grant, transfer, and assign to Agent,
for the benefit of the Lender Group and the Bank Product Providers (as defined
in the Loan Agreement), a security interest in the Pledged Collateral (as
hereinafter defined) to secure the Secured Obligations (as hereinafter
defined), as provided herein.


 

















 


NOW, THEREFORE, in consideration of the mutual
promises, covenants, representations, and warranties set forth herein and for
other good and valuable consideration, the parties hereto agree as follows:


 


1.                                       Definitions
And Construction.


 


(a)                                  Definitions.  Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them in the Loan
Agreement and, to the extent not so ascribed therein, the Intercreditor
Agreement.  The following terms, as used
in this Agreement, shall have the following meanings:


 


“Agent” has
the meaning set forth in the preamble to this Agreement, together with its
successors or assigns.


 


“Agreement”
has the meaning set forth in the preamble to this Agreement.


 


“Borrowers”
has the meaning set forth in the recitals to this Agreement.


 


“Chief
Executive Office” means the address of the Pledgor set forth on Schedule
B to this Agreement.


 


“Equity
Interests” means (i) all shares, units, options, rights, warrants,
interests, participations, or other equivalents (regardless of how designated)
of or in a corporation, partnership, limited liability company, or equivalent
entity, whether voting or nonvoting, including general partner partnership
interests, limited partner partnership interests, common stock, preferred
stock, or any other “equity security” (as such term is defined in Rule 3a11-1
of the General Rules and Regulations promulgated by the SEC under the Exchange
Act) and (ii) all Proceeds, including, without limitation, all proceeds
received or receivable by the Pledgor, in cash, stock or otherwise, from any
recapitalization, reclassification, merger, dissolution, liquidation or other
termination of the existence of the Issuers.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and any successor
statute.


 


“Future Rights”
means:  (i) all Equity Interests (other
than Pledged Interests) and all securities convertible or exchangeable into,
and all warrants, options, or other rights to purchase, Equity Interests; (ii)
to the extent of a Pledgor’s interest therein, all shares of, all securities
convertible or exchangeable into, and all warrants, options, or other rights to
purchase Equity Interests of any Person in which a Pledgor, after the date of
this Agreement, acquires a direct equity interest, irrespective of whether such
Person is or becomes a Subsidiary of the Pledgor; and (iii) the certificates or
instruments representing such additional Equity Interests, convertible or
exchangeable securities, warrants, and other rights and all dividends, cash,
options, warrants, rights, instruments, and other property or proceeds from
time to time received, receivable, or otherwise distributed in respect of or in
exchange for any or all of such Equity Interests.


 


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“Gaming Laws”
means all applicable federal, state and local laws, rules and regulations
pursuant to which the Nevada Gaming Authorities possess regulatory, licensing
or permit authority over the ownership or operation of gaming facilities within
the State of Nevada, including, without limitation, the Nevada Gaming Control
Act, as codified in Chapter 463 of the Nevada Revised Statutes, as amended from
time to time, and the regulations of the NGC promulgated thereunder.


 


“GNE” means
Golden Nugget Experience, LLC, a Nevada limited liability company.


 


“GNL” has
the meaning set forth in the recitals to this Agreement.


 


“GNLV” has
the meaning set forth in the recitals to this Agreement.


 


“Guaranty”
has the meaning set forth in the recitals to this Agreement.


 


“Holder”
and “Holders” have the meanings set forth in Section 3 of this
Agreement.


 


“Indenture”
has the meaning set forth in the recitals to this Agreement.


 


“Intercreditor
Agreement” has the meaning set forth in the recitals to this Agreement.


 


“Issuers”
means each of the Persons identified as an Issuer on Schedule A attached
hereto (or any addendum thereto), and any successors thereto, whether by merger
or otherwise.


 


“Lender Group”
has the meaning set forth in the recitals to this Agreement.


 


“Lenders”
means, individually and collectively, each of the financial institutions
identified on the signature pages of the Loan Agreement, and any other person
made a party thereto in accordance with the provisions of Section 14
thereof (together with their respective successors and assigns).


 


“Loan Agreement”
has the meaning set forth in the recitals to this Agreement.


 


“Nevada Gaming
Authorities” means the NGC and the NGCB.


 


“NGC” means
the Nevada Gaming Commission.


 


“NGCB”
means the Nevada State Gaming Control Board.


 


“Parent”
has the meaning set forth in the recitals to this Agreement.


 


“Pledged
Collateral” means the Pledged Interests, the Future Rights, and the
Proceeds, collectively.


 


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“Pledged
Interests” means all of the Equity Interests identified as Pledged
Interests on Schedule A attached hereto (or any addendum thereto).


 


“Pledgor”
and “Pledgor” have the respective meanings set forth in the preamble to
this Agreement.


 


“Proceeds”
means all proceeds (including proceeds of proceeds) of the Pledged Interests
and Future Rights including all: (a) rights, benefits, distributions, premiums,
profits, dividends, interest, cash, instruments, documents of title, accounts,
contract rights, inventory, equipment, general intangibles, deposit accounts,
chattel paper, and other property from time to time received, receivable, or
otherwise distributed in respect of or in exchange for, or as a replacement of
or a substitution for, any of the Pledged Interests, Future Rights, or proceeds
thereof (including any cash, Equity Interests, or other securities or
instruments issued after any recapitalization, readjustment, reclassification,
merger or consolidation with respect to the Issuers and any security
entitlements, as defined in the Code, with respect thereto); (b) “proceeds,” as
such term is defined in the Code; (c) proceeds of any insurance, indemnity,
warranty, or guaranty (including guaranties of delivery) payable from time to
time with respect to any of the Pledged Interests, Future Rights, or proceeds
thereof; (d) payments (in any form whatsoever) made or due and payable to a
Pledgor from time to time in connection with any requisition, confiscation,
condemnation, seizure or forfeiture of all or any part of the Pledged
Interests, Future Rights, or proceeds thereof; and (e) other amounts from time
to time paid or payable under or in connection with any of the Pledged
Interests, Future Rights, or proceeds thereof.


 


“SEC” means
the United States Securities and Exchange Commission and any successor thereto.


 


“Secured
Obligations” means, with respect to the Pledgor, all liabilities,
obligations, or undertakings owing by the Pledgor to the Lender Group of any
kind or description arising out of or outstanding under, advanced or issued
pursuant to, or evidenced by the Guaranty, this Agreement, or any of the other
Loan Documents, irrespective of whether for the payment of money, whether
direct or indirect, absolute or contingent, due or to become due, voluntary or
involuntary, whether now existing or hereafter arising, and including all
interest and any and all costs, fees (including attorneys fees), and expenses
(including interest, costs, fees, and expenses that, but for the provisions of
the Bankruptcy Code, would have accrued irrespective of whether a claim thereof
is allowed) which the Pledgor is required to pay pursuant to any of the
foregoing, by law, or otherwise.


 


“Securities Act”
has the meaning set forth in Section 9(c) of this Agreement.


 


(b)                                 Construction.


 


(i)                                     Unless
the context of this Agreement clearly requires otherwise, references to the plural
include the singular and to the singular include the plural, the part includes
the whole, the term “including” is not limiting, and the term “or” has, except
where otherwise indicated, the inclusive meaning represented by the phrase
“and/or.”  The words


 


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“hereof,” “herein,”
“hereby,” “hereunder,” and other similar terms in this Agreement refer to this
Agreement as a whole and not exclusively to any particular provision of this
Agreement.  Article, section,
subsection, exhibit, and schedule references are to this Agreement unless
otherwise specified.  All of the
exhibits or schedules attached to this Agreement shall be deemed incorporated
herein by reference.  Any reference to
any of the following documents includes any and all permitted alterations,
amendments, restatements, extensions, modifications, renewals, or supplements
thereto or thereof, as applicable: this Agreement, the Loan Agreement, or any
of the other Loan Documents.


 


(ii)                                  Neither
this Agreement nor any uncertainty or ambiguity herein shall be construed or
resolved against Agent or a Pledgor, whether under any rule of construction or
otherwise.  On the contrary, this
Agreement has been reviewed by each of the parties signatory hereto and their
respective counsel and shall be construed and interpreted according to the
ordinary meaning of the words used so as to fairly accomplish the purposes and
intentions of the parties hereto.


 


(iii)                               In
the event of any direct conflict between the express terms and provisions of
this Agreement and of the Loan Agreement, the terms and provisions of the Loan
Agreement shall control; provided, however, that the inclusion
herein of additional obligations on the part of the Pledgor and supplemental
rights and remedies in favor of Agent, in each case in respect of the Pledged
Collateral, shall not be deemed a conflict with the Loan Agreement.


 


2.                                       Pledge.  The Pledgor hereby pledges, grants,
transfers and assigns to Agent, for the benefit of the Lender Group and the
Bank Product Providers, a security interest in, and a continuing Lien on, all
of the Pledgor’s right, title, and interest in and to the Pledged Collateral in
order to secure prompt repayment of any and all of the Secured Obligations in
accordance with the terms and conditions of the Loan Documents to which the
Pledgor is a party, and in order to secure prompt performance by the Pledgor of
such Pledgor’s covenants and duties under each Loan Document to which such
Pledgor is a party.  Anything contained
in this Agreement or any other Loan Document to the contrary notwithstanding,
except for Permitted Dispositions and subject to the Intercreditor Agreement,
no Pledgor has any authority, express or implied, to dispose of any item or
portion of the Pledged Collateral.


 


3.                                       Delivery
and Registration of Pledged Collateral.


 


Subject to the
Intercreditor Agreement:


 


(a)                                  And
subject to the provisions of Section 23 of this Agreement, all
certificates or instruments representing or evidencing the Pledged Collateral
shall be promptly delivered by Pledgors to Agent or Agent’s designee pursuant
hereto at a location designated by Agent and shall be held by or on behalf of
Agent pursuant hereto, and shall be in suitable form for transfer by delivery,
or shall be accompanied by duly executed instruments of transfer or assignment
in blank, all in form and substance reasonably satisfactory to Agent.


 


(b)                                 And
subject to the provisions of Section 23 of this Agreement, upon the
occurrence and during the continuance of an Event of Default, Agent shall have
the right, at any


 


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time in its discretion
and without notice to a Pledgor, to transfer to or to register on the books of
the Issuers (or of any other Person maintaining records with respect to the
Pledged Collateral) in the name of Agent or any of its nominees any or all of
the Pledged Collateral.  In addition,
Agent shall have the right at any time to exchange certificates or instruments
representing or evidencing Pledged Collateral for certificates or instruments
of smaller or larger denominations.


 


(c)                                  If,
at any time and from time to time, any Pledged Collateral (including any
certificate or instrument representing or evidencing any Pledged Collateral) is
in the possession of a Person other than Agent or the Pledgor (a “Holder”),
then the Pledgor shall promptly, at Agent’s option, either cause such Pledged
Collateral to be delivered into Agent’s possession, or execute and deliver to
such Holder a written notification/instruction, and take all other steps
necessary to perfect the security interest of Agent in such Pledged Collateral,
including obtaining from such Holder a written acknowledgment that such Holder
holds such Pledged Collateral for Agent, all pursuant to the Code or other
applicable law governing the perfection of Agent’s security interest in the
Pledged Collateral in the possession of such Holder.  Each such notification/instruction and acknowledgment shall be in
form and substance reasonably satisfactory to Agent.


 


(d)                                 Any
and all Pledged Collateral (including dividends, interest, and other cash
distributions) at any time received or held by a Pledgor shall be so received
or held in trust for Agent, shall be segregated from other funds and property
of the Pledgor and shall be forthwith delivered to Agent in the same form as so
received or held, with any necessary endorsements to be held by the Agent as
Pledged Collateral; provided that cash dividends or distributions
received by a Pledgor, if and to the extent they are not prohibited by the Loan
Agreement, may be retained by the Pledgor in accordance with Section 4
or distributed to its owner(s) as permitted by the Loan Agreement.


 


(e)                                  If
at any time and from time to time any Pledged Collateral consists of an
uncertificated security or a security in book entry form, then the Pledgor
shall promptly cause such Pledged Collateral to be registered or entered, as
the case may be, in the name of Agent, for the benefit of the Lender Group, or
otherwise cause the security interest held by Agent, for the benefit of the
Lender Group, to be perfected in accordance with applicable law.


 


4.                                       Voting
Rights and Dividends.


 


Subject to the
Intercreditor Agreement:


 


(a)                                  With
respect to the Pledgor, so long as (i) no Event of Default shall have occurred
and be continuing, or (ii) if an Event of Default has occurred and is
continuing, the Pledgor shall not have received the written notice from Agent
described below in Section 4(b), the Pledgor shall be entitled to
exercise or refrain from exercising any and all voting and other consensual
rights pertaining to the Pledged Collateral applicable to it or any part
thereof for any purpose not inconsistent with the terms of the Loan Documents; provided,
however, that no vote shall be
cast, consent given or right exercised or other action taken by the Pledgor
that would impair the Pledged Collateral, be inconsistent with or result in any
violation of any provision of the Loan Documents, or that would, without the
prior written consent of the Agent, enable or


 


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permit
any Issuer of the Pledged Collateral to issue any stock or to issue any other
securities convertible into or granting the right to purchase or exchange for
any stock of any Issuer of Pledged Collateral other than as permitted by the
Loan Documents.  Any sums paid upon or
in respect of any Pledged Collateral upon the liquidation or dissolution of any
Issuer of any Pledged Collateral, any distribution of capital made on or in
respect of any Pledged Collateral or any property distributed upon or with
respect to any Pledged Collateral pursuant to the recapitalization or
reclassification of the capital of any issuer of Pledged Collateral or pursuant
to the reorganization thereof shall, unless otherwise subject to a perfected
security interest in favor of the Agent, be delivered to the Agent to be held
by it hereunder as additional collateral security for the Secured
Obligations.  If any sum of money or
property so paid or distributed in respect of any Pledged Collateral shall be
received by the Pledgor, the Pledgor shall, until such money or property is
paid or delivered to the Agent, hold such money or property in trust for the
Agent, segregated from other funds of the Pledgor, as additional security for
the Secured Obligations.


 


(b)                                 And
subject to the provisions of Section 23 of this Agreement, upon the
occurrence and during the continuance of an Event of Default, at the election
of Agent in its Permitted Discretion, upon the receipt by the Pledgor of
written notice of such election by Agent, all rights of the Pledgor to exercise
the voting and other consensual rights or receive and retain cash dividends or
distributions that it would otherwise be entitled to exercise or receive and
retain, as applicable pursuant to Section 4(a), shall cease, and all
such rights shall thereupon become vested in Agent, who shall thereupon have
the sole right to exercise such voting or other consensual rights and to
receive and retain such cash dividends and distributions.  Upon the receipt of such written notice, the
Pledgor shall execute and deliver (or cause to be executed and delivered) to
Agent all such proxies and other instruments as Agent may reasonably request
for the purpose of enabling Agent to exercise the voting and other rights which
it is entitled to exercise and to receive the dividends and distributions that
it is entitled to receive and retain pursuant to the preceding sentence.


 


5.                                       Representations
and Warranties. The Pledgor represents, warrants, and covenants as follows:


 


(a)                                  Such
Pledgor has taken all steps it deems necessary or appropriate to be informed on
a continuing basis of changes or potential changes affecting the Pledged
Collateral (including rights of conversion and exchange, rights to subscribe,
payment of dividends, reorganizations or recapitalization, tender offers and
voting rights), and the Pledgor agrees that no member of the Lender Group or
any Bank Product Provider shall have any responsibility or liability for
informing the Pledgor of any such changes or potential changes or for taking
any action or omitting to take any action with respect thereto;


 


(b)                                 All
information herein or hereafter supplied to Agent or any other member of the
Lender Group by or on behalf of the Pledgor in writing with respect to the
Pledged Collateral is accurate and complete in all material respects;


 


(c)                                  Such
Pledgor is the sole legal and beneficial owner of the Pledged Collateral free
and clear of any adverse claim, Lien, or other right, title, or interest of any
party, other than the Liens held by Agent for the benefit of the Lender Group
and the Bank Product


 


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Providers and other
Permitted Liens (as defined in the Loan Agreement); and the Pledgor has full right, power and
authority to pledge, assign and grant a security interest in the Pledged
Collateral to the Agent for the benefit of the Lender Group and the Bank
Product Providers, subject to any restrictions, if any, on the assignment of
the membership interests set forth in Section 12.3 of the Second Amended and
Restated Operating Agreement of The Fremont Street Experience Limited Liability
Company;


 


(d)                                 As of the date hereof, there are no existing
options, warrants, calls or commitments of any character whatsoever relating to
the Pledged Collateral;


 


(e)                                  Except for such authorizations, consents and
other actions as those described in Section 23 hereof and as shall have been
obtained and shall be in effect, no authorization, consent, approval or other
action by, and no notice to or registration, recordation or filing with, any
Governmental Authority is required for (i) the due execution, delivery and
performance by the Pledgor of this Agreement, (ii) the grant by the Pledgor of
the security interest granted by this Agreement, (iii) the perfection of such
security interest (except for the filing of any appropriate financing
statements) or (iv) the exercise by the Lender Group and the Bank Product
Providers of their rights and remedies under this Agreement; in each case under
clauses (i) through (iv) above, except as may be required by applicable Gaming
Laws or except as may be required in connection with the disposition of the
Pledged Collateral by federal and state securities laws or antitrust laws and
the Hart-Scott-Rodino Antitrust Improvements Act of 1976.  The Pledgor has not performed or will
perform any acts which might prevent the Lender Group and the Bank Product
Providers in any such enforcement.  None
of the Pledged Collateral have been issued or transferred in violation of the
securities registration, securities disclosure or similar laws of any
jurisdiction to which such issuance or transfer may be subject;


 


(f)                                    This
Agreement, together with the delivery to Agent of the Pledged Interests
representing Pledged Collateral (or the delivery to all Holders of the Pledged
Interests representing Pledged Collateral of the notification/instruction
referred to in Section 3 of this Agreement), creates a valid, perfected,
and first priority security interest in one hundred percent (100%) of the
Pledged Interests which are in certificated form and which constitute
“securities” as defined in the Code in favor of Agent securing payment of the
Secured Obligations, and all actions on the part of the Pledgor necessary to achieve
such perfection have been duly taken;


 


(g)                                 This
Agreement, together with the filing of financing statements with the
appropriate filing office of the jurisdiction of organization for Pledgor,
creates a valid, perfected, and first priority security interest in one hundred
percent (100%) of the Pledged Interests which are uncertificated in favor of
Agent securing payment of the Secured Obligations, and all actions on the part
of Pledgor necessary to achieve such perfection have been duly taken;


 


(h)                                 Schedule
A to this Agreement is true and correct and complete in all material
respects as of the date hereof; without limiting the generality of the
foregoing, as of the date hereof: (i) except as set forth in Schedule A,
all the Pledged Interests are in certificated form, and, except to the extent
registered in the name of Agent or its nominee pursuant to the provisions of
this Agreement, are registered in the name of the Pledgor; and (ii) the Pledged


 


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Interests as to each of
the Issuers constitute at least the percentage of all the fully diluted issued
and outstanding Equity Interests of such Issuer as set forth in Schedule A
to this Agreement;


 


(i)                                     The
Pledged Interests that are interests in general partnerships, limited
partnerships or limited liability companies (i) are not dealt in or traded on
securities exchanges or in securities markets, (ii) do not have terms expressly
providing that they are securities governed by Article 8 of the Code, and (iii)
are not investment company securities, and are not, therefore, “securities”
governed by Article 8 of the Code;


 


(j)                                     There
are no presently existing Future Rights or Proceeds owned by the Pledgor as of
the date hereof;


 


(k)                                  The
Pledged Interests have been duly authorized and validly issued and are fully
paid and nonassessable; and


 


(l)                                     Neither
the pledge of the Pledged Collateral pursuant to this Agreement nor the
extensions of credit represented by the Secured Obligations violates Regulation
T, U or X of the Board of Governors of the Federal Reserve System.


 


6.                                       Further
Assurances.


 


Subject to the
Intercreditor Agreement:


 


(a)                                  The
Pledgor agrees that from time to time, at the expense of the Pledgor, it will
promptly execute and deliver all further instruments and documents, and take
all further action that may be necessary or reasonably desirable, or that
Agent, on behalf of the Lender Group and the Bank Product Providers, may
request, in order to perfect and protect any security interest granted or
purported to be granted hereby or to enable Agent, on behalf of the Lender
Group and the Bank Product Providers, to exercise and enforce its rights and
remedies hereunder with respect to any Pledged Collateral.  Without limiting the generality of the
foregoing, the Pledgor will: (i) at the request of Agent, mark conspicuously
each of its records pertaining to the Pledged Collateral with a legend, in form
and substance reasonably satisfactory to Agent, indicating that such Pledged
Collateral is subject to the security interest granted hereby; (ii) execute and
file such financing or continuation statements, or amendments thereto, and such
other instruments or notices, as may be necessary or reasonably desirable, or
as Agent may reasonably request, in order to perfect and preserve the security
interests granted or purported to be granted hereby; and (iii) appear in and
defend any action or proceeding that may affect the Pledgor’s title to or
Agent’s security interest in the Pledged Collateral.


 


(b)                                 The
Pledgor hereby authorizes Agent, on behalf of the Lender Group and the Bank
Product Providers, to file one or more financing statements, including any
amendments, continuations or terminations thereto, relative to all or any part
of the Pledged Collateral without the signature of the Pledgor where permitted
by law and describes the Pledged Collateral in the same manner described herein
or in any other manner as Agent may determine is necessary, advisable or
prudent, including, without limitation, describing such property as “all
assets” or “all personal property now owned or hereafter acquired.”  A carbon, photographic, or other


 


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reproduction of this
Agreement or any financing statement covering the Pledged Collateral or any part
thereof shall be sufficient as a financing statement where permitted by law.


 


(c)                                  The
Pledgor will furnish to Agent, upon the request of Agent: (i) a certificate
executed by an authorized officer of the Pledgor, and dated as of the date of
delivery to Agent, itemizing in such detail as Agent may reasonably request,
the Pledged Collateral which, as of the date of such certificate, has been
delivered to Agent by the Pledgor pursuant to the provisions of this Agreement;
and (ii) such statements and schedules further identifying and describing the
Pledged Collateral and such other reports in connection with the Pledged
Collateral as Agent may reasonably request.


 


7.                                       Covenants
of The Pledgor. The Pledgor shall:


 


(a)                                  Perform
each and every covenant in the Loan Documents applicable to the Pledgor;


 


(b)                                 At
all times keep at least one complete set of its records concerning
substantially all of the Pledged Collateral at its Chief Executive Office as
set forth in Schedule B hereto, and not change the location of its Chief
Executive Office or such records without giving Agent at least thirty (30) days
prior written notice thereof;


 


(c)                                  To
the extent it may lawfully do so, use its best efforts to prevent the Issuers
from issuing Future Rights or Proceeds, except for cash dividends and other
distributions, if any, that are not prohibited by the terms of the Loan
Agreement to be paid by any Issuer to the Pledgor;


 


(d)                                 Upon
receipt by the Pledgor of any material notice, report, or other communication
from any of the Issuers or any Holder relating to all or any part of the
Pledged Collateral, deliver such notice, report or other communication to Agent
promptly, but in no event later than five (5) business days following the
receipt thereof by the Pledgor;


 


(e)                                  To
the extent it may lawfully do so, not permit any of the Issuers to:  (i) authorize the amendment of or amend the
Governing Documents of such Issuer that is a general partnership, limited
partnership or limited liability company to provide that the Stock of such
Issuer is governed by Article 8 of the Code, or (ii) authorize the issuance of
or issue certificates evidencing the Stock of such Issuer that is a general
partnership, limited partnership or limited liability company, unless in each
case, the certificates to be so issued representing securities governed by
Article 8 of the Code are pledged and delivered to the Agent as permitted by
the Loan Agreement and pursuant to the terms of this Agreement; and


 


(f)                                    The
Pledged Collateral that is in certificated form shall at all times be in the
possession of Wells Fargo Bank Nevada, N.A., the Agent’s designee in the State
of Nevada.


 


8.                                       Agent
as Pledgor’s Attorney-in-Fact.


 


(a)                                  The
Pledgor hereby irrevocably appoints Agent, on behalf of the Lender Group and
the Bank Product Providers, as such Pledgor’s attorney-in-fact, with full
authority in


 


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the place and stead of
the Pledgor and in the name of such Pledgor, Agent or otherwise, from time to
time at Agent’s Permitted Discretion, and at such Pledgor’s cost and expense,
to take any action and to execute any instrument that Agent, on behalf of the
Lender Group and the Bank Product Providers, may reasonably deem necessary or
advisable to accomplish the purposes of this Agreement, including: (i) upon the
occurrence and during the continuance of an Event of Default, to receive,
endorse, and collect all instruments made payable to such Pledgor representing
any dividend, interest payment or other distribution in respect of the Pledged
Collateral or any part thereof to the extent permitted hereunder and to give
full discharge for the same and to execute and file governmental notifications
and reporting forms; (ii) to issue any notifications/instructions Agent deems
necessary pursuant to Section 3 of this Agreement; or (iii) to the
extent permitted hereunder, to arrange for the transfer of the Pledged
Collateral on the books of any of the Issuers or any other Person to the name
of Agent or to the name of Agent’s nominee.


 


(b)                                 In
addition to the designation of Agent as the Pledgor’s attorney-in-fact in subsection
(a), the Pledgor hereby irrevocably appoints Agent, on behalf of the Lender
Group and the Bank Product Providers, as such Pledgor’s agent and
attorney-in-fact to make, execute and deliver any and all documents and
writings that may be necessary or appropriate for approval of, or be required
by, any regulatory authority located in any city, county, state or country
where such Pledgor or any of the Issuers engage in business, in order to
transfer or to more effectively transfer any of the Pledged Interests or
otherwise enforce the rights granted hereunder to the Lender Group, the Bank
Product Providers or Agent for the benefit thereof.


 


9.                                       Remedies
upon Default.  Subject to the terms
of the Intercreditor Agreement and Section 23 of this Agreement, upon
the occurrence and during the continuance of an Event of Default:


 


(a)                                  Agent,
on behalf of the Lender Group and the Bank Product Providers, may exercise in
respect of the Pledged Collateral, in addition to other rights and remedies
provided for herein or otherwise available to it, all the rights and remedies
of a secured party on default under the Code (irrespective of whether the Code
applies to the affected items of Pledged Collateral), and Agent, on behalf of
the Lender Group, may also without notice (except as specified below) sell the
Pledged Collateral or any part thereof in one or more parcels at public or
private sale, at any exchange, broker’s board or at any of Agent’s offices or elsewhere,
for cash, on credit or for future delivery, at such time or times and at such
price or prices and upon such other terms as Agent may deem commercially
reasonable, irrespective of the impact of any such sales on the market price of
the Pledged Collateral.  To the maximum
extent permitted by applicable law, Agent may be the purchaser of any or all of
the Pledged Collateral at any such sale and shall be entitled, for the purpose
of bidding and making settlement or payment of the purchase price for all or
any portion of the Pledged Collateral sold at any such public sale, to use and
apply all or any part of the Secured Obligations as a credit on account of the
purchase price of any Pledged Collateral payable at such sale.  Each purchaser at any such sale shall hold
the property sold absolutely free from any claim or right on the part of the
Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all
rights of redemption, stay, or appraisal that it now has or may at any time in
the future have under any rule of law or statute now existing or hereafter
enacted.  The Pledgor agrees that, to
the extent notice of sale shall be required by law,


 


11

















 


at least ten (10)
calendar days notice to such Pledgor of the time and place of any public sale
or the time after which a private sale is to be made shall constitute
reasonable notification.  Agent shall
not be obligated to make any sale of Pledged Collateral regardless of notice of
sale having been given.  Agent may
adjourn any public or private sale from time to time by announcement at the
time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned.  The Agent shall be under no obligation to delay a sale of any Pledged
Collateral for the period of time necessary to permit an Issuer thereof to
register such securities for public sale under the Securities Act, or under
applicable state securities laws, even if such Issuer would agree to do
so.  To the maximum extent
permitted by law, the Pledgor hereby waives any claims against Agent arising
because the price at which any Pledged Collateral may have been sold at such a
private sale was less than the price that might have been obtained at a public
sale, even if Agent accepts the first offer received and does not offer such
Pledged Collateral to more than one offeree.


 


(b)                                 The
Pledgor hereby agrees that any sale or other disposition of the Pledged
Collateral conducted in conformity with reasonable commercial practices of
banks, insurance companies, or other financial institutions in the State of
California in disposing of property similar to the Pledged Collateral shall be
deemed to be commercially reasonable.


 


(c)                                  The
Pledgor hereby acknowledges that the sale by Agent of any Pledged Collateral
pursuant to the terms hereof in compliance with the Securities Act of 1933 as
now in effect or as hereafter amended, or any similar statute hereafter adopted
with similar purpose or effect (the “Securities Act”), as well as
applicable “Blue Sky” or other state securities laws may require strict
limitations as to the manner in which Agent or any subsequent transferee of the
Pledged Collateral may dispose thereof. 
The Pledgor acknowledges and agrees that in order to protect Agent’s
interest it may be necessary to sell the Pledged Collateral at a price less
than the maximum price attainable if a sale were delayed or were made in
another manner, such as a public offering under the Securities Act.  The Pledgor has no objection to sale in such
a manner and agrees that Agent shall have no obligation to obtain the maximum
possible price for the Pledged Collateral. 
Without limiting the generality of the foregoing, the Pledgor agrees
that, upon the occurrence and during the continuation of an Event of Default,
Agent may, subject to applicable law, from time to time attempt to sell all or
any part of the Pledged Collateral by a private placement, restricting the
bidders and prospective purchasers to those who will represent and agree, among
other things, that they are purchasing for investment only and not for
distribution.  In so doing, Agent may
solicit offers to buy the Pledged Collateral or any part thereof for cash, from
a limited number of investors deemed by Agent, in its reasonable judgment, to
be institutional investors or other responsible parties who might be interested
in purchasing the Pledged Collateral. 
If Agent shall solicit such offers, then the acceptance by Agent of one
of the offers shall be deemed to be a commercially reasonable method of
disposition of the Pledged Collateral.


 


(d)                                 If
Agent shall determine to exercise its right to sell all or any portion of the
Pledged Collateral pursuant to this Section, the Pledgor agrees that, upon
request of Agent, such Pledgor will, at its own expense:


 


12

















 


(i)                                     use
its best efforts to execute and deliver, and cause the Issuers and the
directors and officers thereof to execute and deliver, all such instruments and
documents, and to do or cause to be done all such other acts and things, as may
be necessary or, in the opinion of Agent, advisable to register such Pledged
Collateral under the provisions of the Securities Act, and to cause the
registration statement relating thereto to become effective and to remain
effective for such period as prospectuses are required by law to be furnished,
and to make all amendments and supplements thereto and to the related
prospectuses which, in the opinion of Agent, are necessary or advisable, all in
conformity with the requirements of the Securities Act and the rules and
regulations of the Securities and Exchange Commission applicable thereto;


 


(ii)                                  use
its best efforts to qualify the Pledged Collateral under the state securities
laws or “Blue Sky” laws and to obtain all necessary governmental approvals for
the sale of the Pledged Collateral, as requested by Agent;


 


(iii)                               cause
the Issuers to make available to their respective security holders, as soon as
practicable, an earnings statement which will satisfy the provisions of Section
11(a) of the Securities Act;


 


(iv)                              execute
and deliver, or cause the officers and directors of the Issuers to execute and
deliver, to any person, entity or governmental authority as Agent may choose,
any and all documents and writings which, in Agent’s reasonable judgment, may
be necessary or appropriate for approval, or be required by, any regulatory
authority located in any city, county, state or country where the Pledgor or
the Issuers engage in business, in order to transfer or to more effectively
transfer the Pledged Interests or otherwise enforce Agent’s rights hereunder;
and


 


(v)                                 do
or cause to be done all such other acts and things as may be necessary to make
such sale of the Pledged Collateral or any part thereof valid and binding and
in compliance with applicable law.


 


The Pledgor
acknowledges that there is no adequate remedy at law for failure by it to
comply with the provisions of this Section and that such failure would not be
adequately compensable in damages, and therefore agrees that its agreements
contained in this Section may be specifically enforced.


 


(e)                                  THE
PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY
CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME AGENT
DISPOSES OF ALL OR ANY PART OF THE PLEDGED COLLATERAL AS PROVIDED IN THIS
SECTION; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL THAT IT NOW HAS OR
MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING
OR HEREAFTER ENACTED; AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a) OF
THIS SECTION, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.


 


13

















 


10.                                 Application
of Proceeds.  Subject to the Intercreditor
Agreement and upon the occurrence and during the continuance of an Event of
Default, any cash held by Agent as Pledged Collateral and all cash proceeds
received by Agent in respect of any sale of, collection from, or other
realization upon all or any part of the Pledged Collateral pursuant to the
exercise by Agent of its remedies as a secured creditor as provided in Section
9 herein shall be applied from time to time by Agent as provided in the
Intercreditor Agreement.


 


11.                                 Deficiency.  The Pledgor shall remain liable for any
deficiency if the proceeds of any sale or other disposition of the Pledged
Collateral are insufficient to pay the Secured Obligations and the fees and
disbursements of any attorney employed by the Agent or any Lender to collect such
deficiency.


 


12.                                 Duties
of Agent.  The powers conferred on
Agent hereunder are solely to protect its interests in the Pledged Collateral
and shall not impose on it any duty to exercise such powers.  Except as provided in Section 9-207 of the
Code, Agent shall have no duty with respect to the Pledged Collateral or any
responsibility for taking any necessary steps to preserve rights against any
Persons with respect to any Pledged Collateral.


 


13.                                 Choice
of Law and Venue.  THE VALIDITY OF
THIS AGREEMENT, ITS CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT, AND THE
RIGHTS OF THE PARTIES HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA; PROVIDED,
HOWEVER, SECTIONS 104.1105(2) AND 104.9301 THROUGH 104.9307 OF THE NEVADA
UNIFORM COMMERCIAL CODE SHALL GOVERN THE PERFECTION, THE EFFECT OF PERFECTION
AND PRIORITY IN THE PLEDGED INTERESTS AND FUTURE RIGHTS.  THE PARTIES AGREE THAT ALL ACTIONS OR
PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND
LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA OR, AT THE SOLE OPTION OF AGENT, IN ANY OTHER
COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH
HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY.  THE PLEDGOR AND AGENT WAIVES, TO THE EXTENT
PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE
OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT
IN ACCORDANCE WITH THIS SECTION 13.


 


14.                                 Amendments;
Etc.  Subject to the terms of the
Intercreditor Agreement and Section 23 of this Agreement, no amendment or
waiver of any provision of this Agreement nor consent to any departure by any
party hereto herefrom shall in any event be effective unless the same shall be
in writing and signed by Agent and the Pledgor, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.  No failure on the part
of Agent to exercise, and no delay in exercising any right under this
Agreement, any other Loan Document, or otherwise with respect to any of the
Secured Obligations, shall operate as a waiver thereof; nor shall any single or
partial exercise of any right under this Agreement, any other Loan Document, or
otherwise with respect to any of the Secured


 


14

















 


Obligations preclude any
other or further exercise thereof or the exercise of any other right.  The remedies provided for in this Agreement
or otherwise with respect to any of the Secured Obligations are cumulative and
not exclusive of any remedies provided by law.


 


15.                                 Notices.  Unless otherwise specifically provided
herein, any notice or other communication herein required or permitted to be
given shall be in writing and shall be delivered in the manner set forth in the
Intercreditor Agreement.


 


16.                                 Continuing
Security Interest.  This Agreement
shall create a continuing security interest in the Pledged Collateral and
shall: (i) remain in full force and effect until the payment in full in cash of
the Secured Obligations, including the cash collateralization, expiration, or
cancellation of all Secured Obligations, if any, consisting of letters of credit,
and the full and final termination of any commitment to extend any financial
accommodations under the Loan Agreement; (ii) be binding upon the Pledgor and
its successors and assigns; and (iii) inure to the benefit of Agent and its
successors, transferees, and assigns. 
Upon the payment in full in cash of the Secured Obligations, including
the cash collateralization, expiration, or cancellation of all Secured
Obligations, if any, consisting of letters of credit, and the full and final
termination of any commitment to extend any financial accommodations under the
Loan Agreement, the security interests granted herein shall automatically
terminate and all rights to the Pledged Collateral shall revert and be deemed
re-assigned to the Pledgor.  Upon any
such termination, Agent will, at the Pledgor’s expense, execute and deliver to
the Pledgor such documents as the Pledgor shall reasonably request to evidence
such termination without recourse against, representation, or warranty of any
kind made by, the Agent.  Such documents
shall be prepared by the Pledgor and shall be in form and substance reasonably
satisfactory to Agent.  Notwithstanding the foregoing, to the extent
that any payments on the Secured Obligations or Proceeds of the Pledged
Collateral are subsequently invalidated, declared to be fraudulent or
preferential, set aside or required to be repaid to a trustee, debtor in
possession, receiver or other Person under any bankruptcy law, common law or
equitable cause, then to such extent the Secured Obligations so satisfied shall
be revived and continue as if such payment or Proceeds had not be received by
the Agent for the benefit of the Lender Group and the Bank Product Providers,
and the Agent’s security interests, rights, powers and remedies hereunder shall
continue in full force and effect.  In
such event, this Agreement shall be automatically reinstated if it shall
theretofore have been terminated pursuant to this Section 16.


 


17.                                 Security
Interest Absolute.  To the maximum
extent permitted by law, all rights of Agent, all security interests hereunder,
and all obligations of the Pledgor hereunder, shall be absolute and
unconditional irrespective of:


 


(a)                                  any
lack of validity or enforceability of any of the Secured Obligations or any
other agreement or instrument relating thereto, including any of the Loan
Documents;


 


(b)                                 any
change in the time, manner, or place of payment of, or in any other term of,
all or any of the Secured Obligations, or any other amendment or waiver of or
any consent to any departure from any of the Loan Documents, or any other
agreement or instrument relating thereto;


 


15

















 


(c)                                  any
exchange, release, or non-perfection of any other collateral, or any release or
amendment or waiver of or consent to departure from any guaranty for all or any
of the Secured Obligations; or


 


(d)                                 any
other circumstances that might otherwise constitute a defense available to, or
a discharge of, a Pledgor.


 


To the maximum
extent permitted by law, the Pledgor hereby waives any right to require Agent
to: (A) proceed against or exhaust any security held from such Pledgor; or (B)
pursue any other remedy in Agent’s power whatsoever.


 


18.                                 Headings.  Section and subsection headings in this
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement or be given any substantive effect.


 


19.                                 Severability.  In case any provision in or obligation under
this Agreement shall be invalid, illegal or unenforceable in any jurisdiction,
the validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.


 


20.                                 Counterparts;
Telefacsimile Execution.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
Agreement.  Delivery of an executed
counterpart of this Agreement by telefacsimile shall be equally as effective as
delivery of an original executed counterpart of this Agreement.  Any party delivering an executed counterpart
of this Agreement by telefacsimile also shall deliver an original executed
counterpart of this Agreement, but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, or binding effect
hereof.


 


21.                                 Waiver
of Marshaling. The Pledgor and Agent acknowledges and agrees that in
exercising any rights under or with respect to the Pledged Collateral: Agent
(i) is under no obligation to marshal any Pledged Collateral; (ii) may, in its
absolute discretion, realize upon the Pledged Collateral in any order and in
any manner it so elects; and (iii) may, in its absolute discretion, apply the
proceeds of any or all of the Pledged Collateral to the Secured Obligations in
any order and in any manner it so elects. 
The Pledgor and Agent waive any right to require the marshaling of any
of the Pledged Collateral.


 


22.                                 Waiver
of Jury Trial.  THE PLEDGOR AND
AGENT HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.  THE PLEDGOR AND AGENT REPRESENT THAT EACH
HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  IN


 


16

















 


THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


23.                                 Compliance
with Gaming Laws.  Notwithstanding
anything to the contrary contained herein or in any other Loan Documents, Agent
expressly acknowledges and agrees that the exercise of its rights and remedies
under this Agreement is subject to the mandatory provisions of the Gaming
Laws.  Specifically, Agent acknowledges
and agrees that:


 


(a)                                  The
pledge of the Pledged Interests by the Pledgor, and any restrictions on the
transfer of and agreements not to encumber the Pledged Interests or other
equity securities of any Issuer contained in this Agreement or in any other
Loan Document, are not effective without the prior approval of the NGC upon the
recommendation of the NGCB.  The
certificates or instruments representing or evidencing the Pledged Interests
may not be delivered to Agent until such approval has been obtained.  The approval of the pledge of the Pledged
Interests may require amendment of this Agreement to include additional
references to regulatory requirements under the Gaming Laws.  In addition, no amendment of this Agreement
shall be effective until applicable approvals of the Nevada Gaming Authorities
have been obtained.


 


(b)                                 In
the event that Agent exercises one or more of the remedies set forth in this
Agreement with respect to any Pledged Interests, including without limitation,
foreclosure or transfer of any interest in the Pledged Interests (except back
to the Pledgor), the exercise of voting and consensual rights, and any other
resort to or enforcement of the security interest in the Pledged Interests,
such action shall require the separate and prior approval of the Nevada Gaming
Authorities and the licensing of Agent, unless such licensing requirement is
waived by the Nevada Gaming Authorities.


 


(c)                                  Agent
and any custodial agent of Agent in the State of Nevada shall be required to
comply with the conditions, if any, imposed by the Nevada Gaming Authorities in
connection with its approval of the pledge granted hereunder by the Pledgor,
including, without limitation, the requirement that Agent or its agent maintain
the certificates evidencing the Pledged Interests at a location in Nevada
designated to the NGCB, and that Agent or its agent permit agents or employees
of the NGCB to inspect such certificates immediately upon request during normal
business hours.


 


(d)                                 Neither
Agent nor any agent of Agent shall surrender possession of any Pledged
Interests to any Person other than the Pledgor without the prior approval of
the Nevada Gaming Authorities or as otherwise permitted by the Gaming Laws.


 


(e)                                  The
approval by the Nevada Gaming Authorities of this Agreement, or any amendment
hereto, is not, and shall not be construed as, the approval, either express or
implied, of Agent to take any actions provided for in this Agreement for which
approval by the Nevada Gaming Authorities is required, without first obtaining
such prior and separate approval, to the extent required by the Gaming Laws.


 


24.                                 Interpretation of Agreement.  To
the extent a term or provision of this Agreement conflicts with the
Intercreditor Agreement solely with respect to the respective rights


 


17

















 


of the Agent and the
Collateral Agent (as defined in the Intercreditor Agreement) with respect to
the priority of their respective security interests in and liens on the Pledged
Collateral, the
Intercreditor Agreement shall control.


 


25.                                 Integration.  This Agreement, together with the other Loan
Documents, reflects the entire understanding of the parties with respect to the
subject matter contemplated hereby and shall not be contradicted or qualified
by any other agreement, oral or written, before the date hereof.


 


[Signature page to
follow.]


 


18

















 


IN WITNESS WHEREOF, the Pledgor and Agent have caused
this Agreement to be duly executed and delivered as of the date first written
above.


 


	
   

  	
  GOLDEN NUGGET EXPERIENCE, LLC,

  
	
   

  	
  a Nevada limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GNLV, CORP., as Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joanne Beckett

  	
   

  
	
   

  	
  Name:

  	
  Joanne Beckett

  	
   

  
	
   

  	
  Title:

  	
  Vice President & General Counsel

  	
   

  
							



 

















 


	
   

  	
  WELLS
  FARGO FOOTHILL, INC.,

  
	
   

  	
  a California corporation, as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rhonda Noell

  	
   

  
	
   

  	
  Name:

  	
  Rhonda Noell

  	
   

  
	
   

  	
  Title:

  	
  Senior VP

  	
   

  
						



 

















 


SCHEDULE
A


 


TO


 


STOCK
PLEDGE AGREEMENT


 


Pledged
Interests


 


 


	
  Pledgor

  	
   

  	
  Issuer

  	
   

  	
  Number of

  Pledged

  Interests

  	
   

  	
  Class

  	
   

  	
  Certificate

  Number(s)

  	
   

  	
  Former Name, if

  any, in which

  Certificate Issued

  	
   

  	
  Pledgor’s

  Percentage

  Ownership

  	
   

  	
  Jurisdiction of

  Organization

  	
   

  	
  Certificated/

  Uncertificated

  	
   

  
	
  Golden Nugget Experience,
  LLC

  	
   

  	
  The Fremont Street
  Experience Limited Liability Company

  	
   

  	
  300 Voting Units and 180
  Non-Voting Units

  	
   

  	
  N.A

  	
   

  	
  N.A

  	
   

  	
  N.A

  	
   

  	
  17.5% Voting and 50%
  Non-Voting Interest

  	
   

  	
  Nevada

  	
   

  	
  Uncertificated

  	
   

  



 

















 


SCHEDULE
B


 


TO


 


STOCK
PLEDGE AGREEMENT


 




	
   

  	
  Pledgor:

  	
  Golden Nugget Experience, LLC

  
	
   

  	
  129 East Fremont Street,
  Las Vegas, Nevada 89101