March
30, 2012


 


NEVADA
GOLD & CASINOS, INC.


50 Briar
Hollow Lane, Suite 500w


Houston,
TX 77027


Attn:
Robert B. Sturges, CEO


Fax No.:
(713) 621-6919


 


NEVADA
GOLD & CASINOS, INC.


50 Briar
Hollow Lane, Suite 500w


Houston,
TX 77027


Attn:
Branko Milosevic, Associate General Counsel


Fax No.:
(713) 296-5070


 


Re:Amendment
Number One to Credit Agreement and Waiver (this “Amendment”)


 


Ladies
and Gentlemen:


 


Reference
is made hereby to that certain Credit Agreement, dated as of October 7, 2011 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), by and among Nevada Gold & Casinos, Inc., a Nevada
corporation (“Parent”), NG Washington, LLC, a Washington limited liability company (“NGWI”),
NG Washington II, LLC, a Washington limited liability company (“NGWII”), and NG Washington III, LLC, a Washington
limited liability company (“NGWIII,” and together with NGWI and NGWII, are referred to hereinafter each individually
as a “Borrower” and, individually and collectively, jointly and severally, as the “Borrowers”),
the lenders party to the Credit Agreement as “Lenders” (each of such Lenders, together with their successors and permitted
assigns, are referred to hereinafter as a “Lender”), and Wells Fargo Gaming Capital, LLC, a Delaware limited
liability company, in its capacity as administrative agent for the Lenders and Bank Product Providers (in such capacity, together
with its successors and assigns in such capacity, “Agent”). Capitalized terms used and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement.


 


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


 


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


 


1.          Schedule
1.1 to the Credit Agreement is hereby amended by amending and restating the last paragraph of the definition of “EBITDA”
as follows:


 



    	 



    	 



    

 


For
the purposes of calculating EBITDA for any fiscal period referred to in Section 7 of the Credit Agreement (a “Reference
Period”), if at any time during such Reference Period (and after the Closing Date), NGI, NGII, or NG South Dakota shall
have made a Permitted Acquisition, EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto
(including pro forma adjustments arising out of events which are directly attributable to such Permitted Acquisition, are factually
supportable, and are expected to have a continuing impact, in each case to be mutually and reasonably agreed upon by Borrowers
and Agent) or in such other manner acceptable to Agent as if any such Permitted Acquisition or adjustment occurred on the first
day of such Reference Period.


 


2.          Schedule
1.1 to the Credit Agreement is hereby amended by (a) deleting the “and” at the end of clause (u) of the definition
of “Permitted Indebtedness”, (b) replacing the “.” at the end of clause (v) of the definition of “Permitted
Indebtedness” with “, and”, and (c) inserting the following new clause (w) at the end of the definition of “Permitted
Indebtedness”:


 


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


 


3.          Schedule
1.1 to the Credit Agreement is hereby amended by (a) replacing the reference to “Parent, NG South Dakota, or Nevada
Gold Speedway” in clause (a) of the definition of “Permitted Intercompany Advances” with “Parent, NG South
Dakota, A.G. Trucano, Son & Grandson, Inc., or Nevada Gold Speedway”, and (b) replacing the reference to “Loan
Party or NG South Dakota” in clause (d) of the definition of “Permitted Intercompany Advances” with “Loan
Party”.


 


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


 


(t)
          Liens solely on the Equity Interests or assets of A.G. Trucano,
Son & Grandsons, Inc. securing Indebtedness permitted pursuant to clause (u) of the definition of Permitted Indebtedness,
and


 


5.          Schedule
1.1 to the Credit Agreement is hereby amended by (a) deleting the “and” at the end of clause (u) of the definition
of “Permitted Liens”, (b) replacing the “.” at the end of clause (v) of the definition of “Permitted
Liens” with “, and”, and (c) inserting the following new clause (w) at the end of the definition of “Permitted
Liens”:


 


(w)          Liens
solely on Slot Machine Assets to secure the Indebtedness permitted pursuant to clause (w) of the definition of Permitted Indebtedness.


 


6.          Schedule
1.1 to the Credit Agreement is hereby amended by adding the following new definition in proper alphabetical order:


 


“Slot
Machine Assets” means slot machines owned or operated by A.G. Trucano, Son & Grandsons, Inc., chattel paper related
to slot machines operated by A.G. Trucano, Son & Grandsons, Inc., device stamps for slot machines owned or operated by A.G.
Trucano, Son & Grandsons, Inc., and location agreements for locations where slot machines owned or operated by A.G. Trucano,
Son & Grandsons, Inc. are maintained.


 


7.          Section
1.2 of the Credit Agreement is hereby amended by inserting the following sentence prior to the last sentence thereof:


 


Whenever
the term “NG South Dakota” is used in respect of a financial covenant or a related definition, it shall be understood
to mean NG South Dakota and A.G. Trucano, Son & Grandsons, Inc. on a consolidated basis, unless specified otherwise or unless
the context clearly requires otherwise.


 



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8.          Section
6.3 of the Credit Agreement is hereby amended by replacing each reference to “NG South Dakota or Nevada Gold Speedway”
with “NG South Dakota, A.G. Trucano, Son & Grandsons, Inc., or Nevada Gold Speedway”.


 


9.          Section
8.1 of the Credit Agreement is hereby amended by amending and restating clause (b) thereof as follows:


 


(b)
all or any portion of the principal of the Term Loan or any Protective Advances;


 


Further,
effective as of the date of the Credit Agreement, Parent, Borrowers, Agent, and Lenders hereby agree to make the following amendment
to the Credit Agreement:


 


Section
5.11 of the Credit Agreement is hereby amended by amending the applicable period stated at the beginning of the third (3rd)
line thereof from “within ten (10) days” to “(x) within thirty (30) days (with respect to any Subsidiary not
formed or acquired pursuant to the NG South Dakota Acquisition), or (y) within sixty-five (65) days (with respect to any Person
formed or acquired pursuant to the NG South Dakota Acquisition)”.


 


Effective
as of the date hereof, but subject to the immediately succeeding two provisos, Agent and Lenders hereby agree to waive any requirement
set forth in the Loan Documents that the Loan Parties deliver Control Agreements for Deposit Accounts or Securities Accounts of
A.G. Trucano, Son & Grandsons, Inc. or the stock certificates evidencing the Equity Interests of A.G. Trucano, Son & Grandsons,
Inc., together with undated stock powers duly executed in blank; provided that if the holder of the Indebtedness permitted
pursuant to clause (u) of the definition of Permitted Indebtedness elects to obtain Control Agreements for Deposit Accounts or
Securities Accounts of A.G. Trucano, Son & Grandsons, Inc., then Agent may elect to obtain Control Agreements for the same
Deposit Accounts or Securities Accounts; provided further that upon payment in full of the Indebtedness permitted pursuant
to clause (u) of the definition of Permitted Indebtedness, the Loan Parties shall immediately be required to (a) deliver Control
Agreements for Deposit Accounts or Securities Accounts of A.G. Trucano, Son & Grandsons, Inc. in accordance with the requirements
of the Loan Documents, and (b) deliver the original stock certificates, together with original undated stock powers duly executed
in blank, evidencing the Equity Interests of A.G. Trucano, Son & Grandsons, Inc. in accordance with the requirements of the
Loan Documents.


 


Each
Borrower hereby acknowledges and agrees that as of February 27, 2012, the outstanding principal amount of the Term Loan is $10,750,000.
For the avoidance of doubt, the foregoing does not include any interest that is accrued and unpaid. Effective on the date hereof,
each Loan Party, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys,
and any Person acting for or on behalf of, or claiming through it, hereby waives, releases, remises and forever discharges Agent
and Lender, each of their respective Affiliates, and each of their respective successors in title, past, present and future officers,
directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees,
agents and other professionals and all other persons and entities to whom any Agent or Lender would be liable if such persons
or entities were found to be liable to such Loan Party (each a “Releasee” and collectively, the “Releasees”),
from any and all claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution
in value, disbursements, demands, obligations, liabilities, causes of action, damages, losses, costs and expenses of any kind
or character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute
or common law (each a “Claim” and collectively, the “Claims”), whether known or unknown,
fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforseen, past
or present, liquidated or unliquidated, suspected or unsuspected, which such Loan Party ever had from the beginning of the world
to the date hereof, now has, or might hereafter claim to have had against any such Releasee which relates, directly or indirectly
to the Credit Agreement, any other Loan Document, or to any acts or omissions of any such Releasee with respect to the Credit
Agreement or any other Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents. As to each and every
claim released hereunder, each of each Loan Party hereby represents that it has received the advice of legal counsel with regard
to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542
of the Civil Code of California which provides as follows:


 



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


 


As
to each and every claim released hereunder, each Loan Party also waives the benefit of each other similar provision of applicable
federal or state law (including without limitation the laws of the state of New York), if any, pertaining to general releases
after having been advised by its legal counsel with respect thereto.


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 



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


 


This
Amendment is a Loan Document.


 


[Signature
pages to follow.]


 



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


 


	 	Very Truly Yours,
	 	 
	 	WELLS
                    FARGO GAMING CAPITAL, LLC,

        a
        Delaware limited liability company, as Agent and a Lender

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


 


Accepted,
acknowledged, and agreed:


 


	NEVADA
                    GOLD & CASINOS, INC.,

        a
        Nevada corporation

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

        a
        Washington limited liability company

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

        a
        Washington limited liability company

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

        a
        Washington limited liability company

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


 



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

         

	By:	/s/ Robert B. Sturges	 
	Name:	Robert B. Sturges
	Title:	Manager
	 
	NEVADA GOLD SPEEDWAY, LLC,
	a Nevada limited liability company
	 
	By:	/s/ Robert B. Sturges	 
	Name:	Robert B. Sturges
	Title:	Manager
	 
	A.G. TRUCANO, SON & GRANDSONS, INC.,
	a
                    South Dakota corporation

         

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


 



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