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EXHIBIT 10.3
MASTER SECURED NOTE
Houston, Texas
$350,000.00
May 12,1995
FOR VALUE RECEIVED, the undersigned, NEVADA GOLD & CASINOS, INC., a Nevada
corporation with corporate headquarters in Houston, Texas ("Nevada Gold"),
promises to pay to the order of River Oaks Trust Company, Trustee ("Trustee"),
as agent for those certain lenders described in that certain Note Participation
Agreement among Nevada Gold, Trustee, and such lenders, dated of even date
herewith (the "Participation Agreement") at 2001 Kirby Drive, Houston, Texas
77019 or at such other place in the United States of America as the holder of
this Note may from time to time designate in writing to Nevada Gold), the sum
of THREE HUNDRED FIFTY THOUSAND DOLLARS or so much of such sum as has actually
been advanced hereunder on or before May 17, 1996, and to pay interest on
unpaid balances of principal from time to time outstanding and evidenced hereby
at the rate of twelve percent (12%) per annum, payable at the maturity hereof.
This is the Nevada Gold Master Secured Note described in the Participation
Agreement and is secured by a Deed of Trust of even date herewith from Nevada
Gold to Trustee securing payment of indebtedness from time to time evidenced
hereby (the "Deed of Trust"). Reference is made to such instruments for a
description of the collateral and security afforded thereby and rights and
remedies of the holder of this Note in respect thereof as well as for a
description of certain events upon the occurrence of which the holder hereof
may elect to accelerate the maturity of the indebtedness evidenced hereby.
This Note evidences revolving credit indebtedness under which funds may be
advanced as loans from time to time by Trustee to Nevada Gold hereunder and the
amounts of each advance and the date thereof shall be posted on the "Grid"
annexed hereto. The date of the first advance will be the date hereof; the
date of each subsequent advance will be the date the applicable funds are
received into escrow by River Oaks Trust Company. All payments made with
respect to the indebtedness evidenced hereby shall be posted on the Grid which
shall show the date of receipt of each such payment. Additional Grids may be
annexed hereto if necessary to maintain a complete and accurate record of
advances and payments. The conditions under which Nevada Gold shall be
entitled from time to time to receive loan advances from Trustee to be
evidenced by this Note are stated in that certain Loan Agreement of even date
herewith between Nevada Gold and Trustee (the "Loan Agreement").
If any payment becomes due with respect to the indebtedness evidenced hereby on
any Saturday or Sunday or any legal or bank holiday in the State of Texas, such
payment shall be due on the next succeeding banking day and interest shall
accrue to such day.
All parties, (makers, sureties, guarantors and all others now or hereafter
liable for payment of the indebtedness evidenced by this Note) severally waive
demand, presentment, notice of dishonor, protest,
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notice of protest, and diligence in collecting this Promissory Note and
diligence in bringing and prosecuting suit against any party bound hereby, and
agree that no extension, renewal or partial payment, or release or substitution
of collateral before or after maturity, with or without notice, shall release
or discharge the obligation of any party.
It is the intention of Nevada Gold and Trustee to conform strictly to
applicable usury laws. It is therefore agreed that: (i) in the event that the
maturity hereof is accelerated by reason of an election by Trustee or any
successor to Trustee or if the same is prepaid prior to maturity, and the
interest received for the actual period of the existence of the loan exceeds
the maximum rate permitted under Texas or federal law, Trustee shall refund to
Nevada Gold the amount of the excess or shall credit the amount of the excess
against amounts owing under this Note and shall not be subject to any of the
penalties provided by law for contracting for, charging, or receiving interest
in excess of such maximum allowable rate, (ii) the aggregate of all interest
and other charges constituting interest under applicable law and contracted
for, chargeable or receivable under this Note or otherwise in connection with
the loan transaction underlying this Note, shall not for the actual period of
the existence of the loan exceed the maximum amount of interest, nor produce a
rate in excess of the maximum contract rate of interest, that Trustee may
charge Nevada Gold under applicable law and in regard to which Nevada Gold may
not successfully assert the claim or defense of usury, and (iii) determination
of the rate of interest on the loan evidenced hereby shall be made by
amortizing, prorating, allocating, and spreading, in equal parts during the
period of the full stated term of the loan, all interest at any time contracted
for, charged or received from Nevada Gold in connection with the loan.
Prepayments of principal together with accrued and unpaid interest on the
principal amount prepaid may be made at any time and from time to time without
premium or penalty.
If any installment of interest or principal due hereon shall not be paid as and
when the same shall be due and payable or upon the occurrence of any Event of
Default specified in the Participation Agreement, Loan Agreement or the Deed of
Trust, as defined therein, the holder of this Note may, upon forty-five (45)
days prior written notice to Nevada Gold declare all then unpaid principal and
accrued interest evidenced by this Note to be immediately due and payable and
exercise any and all rights and remedies at law or in equity or otherwise for
collection thereof. After maturity (whether by extension, acceleration or
otherwise) the indebtedness evidenced by this Note shall bear interest at the
lessor of eighteen percent (18%) per annum or the highest rate permitted by
Texas law. If this Note is placed with any attorney(s) for collection in
consequence of any default(s) of Nevada Gold, Nevada Gold shall pay the
reasonable attorneys' fees of such attorney(s) and all other lawful costs of
collection.
NEVADA GOLD & CASINOS, INC.
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H. Thomas Winn, President
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