Amended Schedule of Collateral, Notes, Security Interests, and Ownership Interests


October 7, 2011







This Amended Schedule of Collateral, Notes, Security Interests, and Ownership Interests is created and executed pursuant to the terms of the July 2009 Amended and Restated Security Agreement (the “ARSA”) entered into by and between Nevada Gold & Casinos, Inc., as Maker (“NGC”), and Louise H. Rogers as the Holder and Secured Party (“Rogers”) effective as of July 7, 2009, and as amended effective as of October 7, 2011.  This Amended Schedule is dated below and is deemed to amend and replace any existing schedules of collateral between the Parties.  This Schedule sets forth property of NGC and its related and affiliate entities, namely, Gold Mountain Development, L.L.C. (“GMD”), CGC Holdings, L.L.C. (“CGC”), Colorado Grande Enterprises, Inc. (“CGE”), and Nevada Gold BVR, L.L.C. (“NGBVR”), all of which have granted, and by this Schedule do grant, to Rogers a security interest according to the terms of the ARSA and pursuant to applicable Commercial Pledge Agreements as additional collateral to secure the payment of the Second Amended and Restated Promissory Note between Rogers and NGC dated October 7, 2011, in the original principal sum of $4,000,000.00 (the “Note”), together with all Notes, Guarantees, and other security instruments related to the Note.  For property that is held or owned by a person or entity other than NGC, that party is identified by the term “DEBTOR” and its company abbreviation.  All of the terms and conditions of the ARSA are incorporated in this Schedule by reference for all purposes as though fully set forth at length.  NGC, GMD, CGC, CGE, and NGBVR all authorize Rogers to file, in paper or by electronic means, all UCC-1s and other appropriate forms to give notice of and to perfect the security interests represented in this Schedule in any and every jurisdiction in which Rogers deems it appropriate to file.







Column headings in the Schedule below have the following meanings:







Party – entries in this column:  “NGC” – denotes that Nevada Gold & Casinos, Inc., as Maker, is granting a security interest in the collateral described pursuant to the ARSA: “DEBTOR” – denotes that a third party entity or person is granting a security interest in the described collateral pursuant to the terms of a Guaranty and a Commercial Pledge Agreement both executed pursuant to the terms of the ARSA.  That third party is further identified by its company abbreviation set forth above.







Description of Collateral – entries in this column describe the property that is being pledged as security by that Party.







Type of Interest Pledged – entries in this column denote the nature of the property being pledged.







Required Consents – entries in this column denote the waiver or consents required of a third party whose ownership interest have been pledged and described under Description of Collateral that must be obtained by NGC for the benefit of Rogers in order to comply with the requirements of the ARSA for the creation of effective and enforceable security interests in the collateral.  If this requirement does not appear in this Schedule, then Rogers shall be deemed to have accepted the collateral as represented in this Schedule as sufficient without further waivers until and unless Rogers subsequently demands additional waivers or consents pursuant to the provisions of the ARSA.









	
Party

	
Description of Collateral

	
Type of Interest 


Pledged

	
Required 


Consents


	
NGC

	
100% interest in CGC Holdings, L.L.C.

	
LLC Membership

	
See F.N. 1


	
DEBTOR


(CGC)

	
All assets of CGC, including but not limited to furniture, fixtures, equipment (including but not limited to machinery, furniture, fixtures, manufacturing equipment, shop equipment, office equipment, parts, and tools, wherever located), inventory, cash, accounts, accounts receivable, contract rights, chattel paper, promissory notes, securities, and general intangibles (including but not limited to all copyrights, trademarks, service marks, patents, inventions, trade secrets, exclusive licenses, processes, systems, and goodwill), any and all after-acquired property, and any and all proceeds of any of CGC’s assets that now exist or that are subsequently acquired

	
All assets

	
See F.N. 1







 




  





  











  






 



	
NGC and DEBTOR (CGC)

	
100% interest in Colorado Grande Enterprises, Inc.

	
Common Stock

	
See F.N. 1


	
DEBTOR (CGE)

	
All assets of CGE, including but not limited to furniture, fixtures, equipment (including but not limited to machinery, furniture, fixtures, manufacturing equipment, shop equipment, office equipment, parts, and tools, wherever located), inventory, cash, accounts, accounts receivable, contract rights, chattel paper, promissory notes, securities, and general intangibles (including but not limited to all copyrights, trademarks, service marks, patents, inventions, trade secrets, exclusive licenses, processes, systems, and goodwill), any and all after-acquired property, and any and all proceeds of any of CGE’s assets that now exist or that are subsequently acquired

	
All assets

	
See F.N. 1


	
NGC

	
100% interest in Nevada Gold BVR, L.L.C.

	
LLC Membership

	
None


	
DEBTOR (NGBVR)

	
All assets of NGBVR, including but not limited to furniture, fixtures, equipment (including but not limited to machinery, furniture, fixtures, manufacturing equipment, shop equipment, office equipment, parts, and tools, wherever located), inventory, cash, accounts, accounts receivable, contract rights, chattel paper, promissory notes, securities, and general intangibles (including but not limited to all copyrights, trademarks, service marks, patents, inventions, trade secrets, exclusive licenses, processes, systems, and goodwill), any and all after-acquired property, and any and all proceeds of any of NGBVR’s assets that now exist or that are subsequently acquired

	
All assets

	
None


	
DEBTOR (NGBVR)

	
Contractual financial obligation of B.V. Oro, L.L.C., to pay Nevada Gold BVR, L.L.C., the amount of $4,000,000 dated November 25, 2008

	
Payee’s interest

	
None


	
DEBTOR (NGBVR)

	
Nevada Gold BVR, L.L.C.’s distributions from its 5% carried interest in the Class B membership interest in Buena Vista Development Company, L.L.C.

	
Distributions from 5% carried interest

	
None


	
NGC

	
Second lien on 100% interest in NG Washington, L.L.C.

	
LLC Membership

	
See F.N. 2


	
NGC

	
100% interest in Gold Mountain Development, L.L.C.

	
LLC Membership

	
None


	
DEBTOR (GMD)

	
All assets of GMD, including but not limited to furniture, fixtures, equipment (including but not limited to machinery, furniture, fixtures, manufacturing equipment, shop equipment, office equipment, parts, and tools, wherever located), inventory, cash, accounts, accounts receivable, contract rights, chattel paper, promissory notes, securities, and general intangibles (including but not limited to all copyrights, trademarks, service marks, patents, inventions, trade secrets, exclusive licenses, processes, systems, and goodwill), any and all after-acquired property, and any and all proceeds of any of GMD’s assets that now exist or that are subsequently acquired

	
All assets

	
None


	
DEBTOR


(GMD)

	
Deed of trust for all real property owned by Gold Mountain Development, L.L.C., and/or assignment of the proceeds of any sale of the GMD real property

	
Deed of trust in real property, NGC’s and DEBTOR’s interest in the proceeds from any sale of the real property

	
None
















  





  











  








 


F.N. 1:  The pledge of the ownership interest in CGC Holdings, L.L.C., and Colorado Grande Enterprises, Inc., subjects Rogers to the jurisdiction of the gaming authorities of the State of Colorado and Rogers may be required to submit background information to these gaming authorities for purposes of determining her suitability for ownership.  Any transfer of the ownership interest in CGC Holdings, L.L.C., or Colorado Grande Enterprises, Inc., will subject the transferee to the jurisdiction of the gaming authorities of the State of Colorado, and the transferee may be required to obtain gaming licenses from these authorities.







F.N. 2:  Rogers’ interest in NGC’s Membership Interest in NG Washington, L.L.C., is a second lien and is expressly subordinated only to the first lien security interest held in this asset by Wells Fargo Gaming Capital, LLC, acting in its capacity as administrative agent for certain lenders pursuant to that certain Credit Agreement dated October 7, 2011.  Rogers acknowledges that any transfer of the Membership Interest of NG Washington, L.L.C., through foreclosure or otherwise, will subject the transferee to the jurisdiction of the gaming authorities of the State of Washington, and the transferee may be required to obtain gaming licenses or suitability findings from these authorities.







Executed to be effective as of October 7, 2011, expressly contingent upon the occurrence of all conditions precedent set forth in the Amendment to the July 2009 Amended and Restated Security Agreement and Schedule of Collateral between Rogers and NGC dated to be effective as of October 7, 2011, which is incorporated by reference in this Schedule for all purposes.







Maker:







Nevada Gold & Casinos, Inc.








	
By:

	
/s/ Robert B. Sturges

	  	
October 10, 2011

	 
	  	
Robert B. Sturges, Chief Executive Officer

	  	
Date of Signature

	 










Guarantors:








	
Gold Mountain Development, L.L.C.

	
CGC Holdings, L.L.C.













	
By:

	
/s/ Robert B. Sturges

	  	
By:

	
/s/ Robert B. Sturges


	  	
Robert B. Sturges, Manager

	  	  	
Robert B. Sturges, Manager


	  	  	  	  	  
	 	 
Date of Signature:  October 10, 2011

	 	 
Date of Signature: October 10, 2011













	
Colorado Grande Enterprises, Inc.

	
Nevada Gold BVR, L.L.C.













	
By:

	
/s/ Robert B. Sturges

	  	
By:

	
/s/ Robert B. Sturges


	  	
Robert B. Sturges, President

	  	  	
Robert B. Sturges, Manager


	  	  	  	  	  
	 	 
Date of Signature: October 10, 2011

	 	 
Date of Signature: October 10, 2011












Holder/Payee’s Consent to Amendment:








	
/s/ Louise H. Rogers

	  	
October 3, 2011

	 
	
Louise H. Rogers

	  	
Date of Signature