Exhibit
10.14


EXECUTION
VERSION


 


STOCK
PLEDGE AGREEMENT


(BORROWERS)


 


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 POSTER
FINANCIAL GROUP, INC., a
Nevada corporation, GNL, CORP.,  a Nevada corporation,  and GNLV, CORP., a Nevada corporation  (each,
a “Pledgor”, and individually and collectively, jointly and severally,
the “Pledgors”) 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, the Pledgors, 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, Poster Financial Group, Inc., 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 Pledgors, 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, each Pledgor legally and beneficially owns the specified
Equity Interests identified as Pledged Interests in the Persons identified as
Issuers listed under the name of such 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 Pledgors pursuant to the Loan Agreement, each
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.


 


“Chief Executive Office” means, with respect to each Pledgor,
the address of such 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 such 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.


 


“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.


 


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


 


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“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.


 


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


 


“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


 


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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 each Pledgor, all
liabilities, obligations (including the Obligations (as defined in the Loan
Agreement)), or undertakings owing by such 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 Loan Agreement, 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 such 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 “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


 


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on the part of any 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.  Each 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 such 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 such
Pledgor is a party, and in order to secure prompt performance by each Pledgor
of each 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 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 applicable Pledgor (a “Holder”),
then such 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.


 


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(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 applicable 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 applicable 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 applicable
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 any 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, such Pledgor shall not have received the written notice from Agent
described below in Section 4(b), such 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 such 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 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 such Pledgor, such 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
such 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 applicable
Pledgor of written notice of such election by Agent, all rights of such Pledgor
to exercise the voting and other consensual rights or


 


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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, such 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. Each 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 each Pledgor agrees that no member of the Lender Group or
any Bank Product Provider shall have any responsibility or liability for
informing any 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 such 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 Providers and other Permitted Liens (as defined in the
Loan Agreement); and such 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;


 


(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 each Pledgor of this Agreement, (ii) the grant by each 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


 


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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 such Pledgor necessary to
achieve such perfection have been duly taken;


 


(g)                                 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 applicable Pledgor; and (ii)
the Pledged 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;


 


(h)                                 Except
for GNLV, CORP.’s Pledged Interests in Golden Nugget Experience, LLC, 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;


 


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


 


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


 


(k)                                  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)                                  Each
Pledgor agrees that from time to time, at the expense of such 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


 


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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, each 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 such Pledgor’s title to or Agent’s
security interest in the Pledged Collateral.


 


(b)                                 Each
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 such 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 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)                                  Each
Pledgor will furnish to Agent, upon the request of Agent: (i) a certificate
executed by an authorized officer of such 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 such 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 Each Pledgor. Each Pledgor shall:


 


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


 


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(d)                                 Upon
receipt by such 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 such 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 Each Pledgor’s Attorney-in-Fact.


 


(a)                                  Each
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 the place and stead of such 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 each Pledgor’s attorney-in-fact in subsection
(a), each 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.


 


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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 applicable Pledgor, and each 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.  Each
Pledgor agrees that, to the extent notice of sale shall be required by law, 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, each 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)                                 Each
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)                                  Each
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


 


11

















 


require strict limitations as to the manner in which
Agent or any subsequent transferee of the Pledged Collateral may dispose
thereof.  Each 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.  Each 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, each 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, each Pledgor agrees that, upon
request of Agent, such Pledgor will, at its own expense:


 


(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 such Pledgor or
the Issuers engage in business, in order to


 


12

















 


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.


 


Each 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)                                  EACH
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.


 


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.  Each 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,


 


13

















 


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.  EACH 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 each 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 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 each
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 each Pledgor.  Upon any such
termination, Agent will, at Pledgors’ expense, execute and deliver to the
applicable Pledgor such documents as Pledgors 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 Pledgors and shall be in form and substance
reasonably satisfactory to Agent.


 


14

















 


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 Pledgors 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;


 


(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, each 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


 


15

















 


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. Each 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. 
Each Pledgor and Agent waive any right to require the marshaling of any
of the Pledged Collateral.


 


22.                                 Waiver
of Jury Trial.  EACH 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.  EACH 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 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 each 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 applicable 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.


 


16

















 


(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 each 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 applicable 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 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.]


 


17

















 


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


 


	
   

  	
  POSTER FINANCIAL GROUP, INC.,

  
	
   

  	
  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ TIMOTHY N. POSTER

  	
   

  
	
   

  	
  Name:

  	
  Timothy N. Poster

  
	
   

  	
  Title:

  	
  Chairman of the Board
  & CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GNL, CORP.,

  
	
   

  	
  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ TIMOTHY N. POSTER

  	
   

  
	
   

  	
  Name:

  	
  Timothy N. Poster

  
	
   

  	
  Title:

  	
  Chairman of the Board
  & CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GNLV, CORP.,

  
	
   

  	
  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ TIMOTHY N. POSTER

  	
   

  
	
   

  	
  Name:

  	
  Timothy N. Poster

  
	
   

  	
  Title:

  	
  Chairman of the Board
  & CEO

  



 


 


 

















 


	
   

  	
  WELLS FARGO FOOTHILL, INC.

  
	
   

  	
  a California
  corporation, as Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RHONDA NOELL

  	
   

  
	
   

  	
  Name:

  	
  Rhonda Noell

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


 


 

















 


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

  
	
  Poster
  Financial Group, Inc.

  	
   

  	
  GNL,
  Corp.

  	
   

  	
  100

  	
   

  	
  Common

  	
   

  	
  #3

  	
   

  	
  None

  	
   

  	
  100%

  	
   

  	
  Nevada

  	
   

  	
  Certificated

  
	
  Poster
  Financial Group, Inc.

  	
   

  	
  GNLV,
  CORP.

  	
   

  	
  25,000

  	
   

  	
  Common

  	
   

  	
  #4

  	
   

  	
  None

  	
   

  	
  100%

  	
   

  	
  Nevada

  	
   

  	
  Certificated

  
	
  GNLV,
  CORP.

  	
   

  	
  Golden
  Nugget Experience, LLC

  	
   

  	
  100%
  member’s interest

  	
   

  	
  N.A

  	
   

  	
  #1

  	
   

  	
  None

  	
   

  	
  100%

  	
   

  	
  Nevada

  	
   

  	
  Certificated

  



 

















 


SCHEDULE B


 


TO


 


STOCK PLEDGE AGREEMENT


 


Pledgor’s Address of
Chief Executive Office


 


Poster
Financial Group, Inc.


129
East Fremont Street, Las Vegas, Nevada 89101


 


GNL,
Corp.


2300
South Casino Drive, Laughlin, Nevada 89028


 


GNLV,
CORP.


129
East Fremont Street, Las Vegas, Nevada 89101