GENERAL CONTINUING GUARANTYGeneral Continuing Guaranty • January 3rd, 2007 • Rbg, LLC • Services-miscellaneous amusement & recreation • New York
This GENERAL CONTINUING GUARANTY (this “Guaranty”), dated as of December , 2006, is executed and delivered by BLACK GAMING, LLC, a Nevada limited liability company (“Black Gaming”) and R. BLACK, INC., a Nevada corporation (“Black”; Black Gaming and Black each, a “Guarantor”, and collectively, jointly and severally, the “Guarantors”), in favor of WELLS FARGO FOOTHILL, INC., a California corporation, as arranger and administrative agent for the below defined Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), in light of the following:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 14th, 2006 • Rbg, LLC • Services-miscellaneous amusement & recreation • Nevada
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this first day of January 2006 (the “Effective Date”), by and among VIRGIN RIVER CASINO CORPORATION, a Nevada corporation, RBG, LLC, a Nevada limited liability company, and CASABLANCA RESORTS, LLC, a Nevada limited liability company (collectively, the “Company”), and Curt Mayer (the “Executive”).
Annex 1 to the Pledge and Security Agreement PLEDGED INTERESTS ADDENDUMPledge Agreement • January 3rd, 2007 • Rbg, LLC • Services-miscellaneous amusement & recreation
This Pledged Interests Addendum, dated as of December 31, 2006, is delivered pursuant to Sections 6(b) of the Parent Pledge Agreement referred to below. The undersigned hereby agree that this Pledged Interests Addendum may be attached to that certain Parent Pledge Agreement, dated as of December 20, 2004 (as amended, restated, supplemented, or otherwise modified from time to time, the “Pledge Agreement”), made by the undersigned to The Bank of New York, as Agent. Initially capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Parent Pledge Agreement and/or the Indenture. The undersigned hereby agree that the interests listed on this Pledged Interests Addendum as set forth below shall be and become the Pledged Interests pledged by the undersigned to Agent in the Parent Pledge Agreement and any pledged company set forth on this Pledged Interests Addendum as set forth below shall be and become a “Pledged Company” under the Parent Pledge Agreeme
AMENDED AND RESTATED PARENT PLEDGE AGREEMENTParent Pledge Agreement • January 3rd, 2007 • Rbg, LLC • Services-miscellaneous amusement & recreation • New York
This AMENDED AND RESTATED PARENT PLEDGE AGREEMENT (this “Agreement”) is made this day of December, 2006, among Robert R. Black, Sr., as the trustee of The Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004 (“Black”) and The Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004 (the “Trust”; Black and Trust, collectively, jointly and severally, “Pledgors” and each individually “Pledgor”), and WELLS FARGO FOOTHILL, INC., in its capacity as administrative agent for the Lender Group and the Bank Product Provider (together with its successors, “Agent”)
SECOND AMENDED AND RESTATED FORBEARANCE AGREEMENTForbearance Agreement • March 2nd, 2009 • Rbg, LLC • Real estate operators (no developers) & lessors • New York
This Second Amended and Restated Forbearance Agreement (this “Agreement”) is dated as of February 25, 2009, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), B & B B, INC., a Nevada corporation (“B&BB”), CASABLANCA RESORTS, LLC, a Nevada limited liability company (“CBR”), OASIS INTERVAL MANAGEMENT, LLC, a Nevada limited liability company (“OIM”), OASIS INTERVAL OWNERSHIP, LLC, a Nevada limited liability company (“OIO”), OASIS RECREATIONAL PROPERTIES, INC., a Nevada corporation (“ORP”), RBG, LLC, a Nevada limited liability company (“RBG”), VIRGIN RIVER CASINO CORPORATION, a Nevada corporation (“VRCC”; B
AMENDMENT TO OPERATING AGREEMENT OF BLACK GAMING, LLCOperating Agreement • March 31st, 2009 • Rbg, LLC • Real estate operators (no developers) & lessors
The Operating Agreement of Black Gaming, LLC, a Nevada limited liability company (the “Company”), is amended thusly, after the consent of a Member holding over Fifty Percent (50%) of the Units of the Company, effective as of January 13, 2009 (the “Effective Date”):
JOINDER TO THE REGISTRATION RIGHTS AGREEMENTJoinder to the Registration Rights Agreement • January 3rd, 2007 • Rbg, LLC • Services-miscellaneous amusement & recreation
THIS JOINDER to the Registration Rights Agreement, dated as of December 20, 2004, (the “Agreement”), by and among (i) Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & B B, Inc., a Nevada corporation (“B&BB”, and collectively with Virgin River and RBG, the “Issuers”), (ii) Casablanca Resorts, LLC, a Nevada limited-liability company, Oasis Interval Ownership LLC, a Nevada limited-liability company, Oasis Recreational Properties, Inc., a Nevada corporation, and Oasis Interval Management LLC, a Nevada limited-liability company (the “Guarantors”), and (v) Jefferies & Company, Inc. (the “Initial Purchaser”) (this “Joinder”) is made and entered into as of December 31, 2006 by Black Gaming, LLC, a Nevada limited-liability company, the parent holding company of the Issuers (the “Guaranteeing Parent”) and R. Black, Inc., a Nevada corporation, a subsidiary of the Issuers (the “Guaranteeing Subsidiary”) for the be
FORBEARANCE AGREEMENTForbearance Agreement • February 23rd, 2009 • Rbg, LLC • Real estate operators (no developers) & lessors • New York
THIS FORBEARANCE AGREEMENT (this “Agreement”), dated as of the 19th day of February, 2009 (the "Execution Date”), is entered into by and among Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited liability company (“RBG”), B & BB, Inc., a Nevada corporation (“B&BB” and, together with Virgin River and RBG, the “Issuers”), Casablanca Resorts, LLC, a Nevada limited liability company (“Casablanca”), Oasis Interval Ownership, LLC, a Nevada limited liability company (“Oasis Ownership”), Oasis Interval Management, LLC, a Nevada limited liability company (“Oasis Management”), Oasis Recreational Properties, Inc., a Nevada corporation (“Oasis Recreational”), Black Gaming, LLC, a Nevada limited liability company (“Black Gaming”), R. Black, Inc., a Nevada corporation (“R. Black” and, together with Casablanca, Oasis Ownership, Oasis Management, Oasis Recreational, and Black Gaming, the “Guarantors” and, together with the Issuers, the “Obligors”) and Dra
JOINDER AGREEMENT AND AMENDMENT as of December 31, 2006Joinder Agreement and Amendment • January 3rd, 2007 • Rbg, LLC • Services-miscellaneous amusement & recreation
Wells Fargo Foothill, Inc. as Agent under the below defined Credit Agreement 2450 Colorado Avenue, Suite 3000 West Santa Monica, California 90404
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 24th, 2008 • Rbg, LLC • Services-miscellaneous amusement & recreation • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of June 20, 2008, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), B & B B, INC., a Nevada corporation (“B&BB”), CASABLANCA RESORTS, LLC, a Nevada limited liability company (“CBR”), OASIS INTERVAL MANAGEMENT, LLC, a Nevada limited liability company(“OIM”), OASIS INTERVAL OWNERSHIP, LLC, a Nevada limited liability company (“OIO”), OASIS RECREATIONAL PROPERTIES, INC., a Nevada corporation (“ORP”), RBG, LLC, a Nevada limited liability company (“RBG”), and VIRGIN RIVER CASINO CORPORATION, a Nevada corporation (“VRCC”; B&BB, CB
GUARANTEEGuarantee • January 3rd, 2007 • Rbg, LLC • Services-miscellaneous amusement & recreation
This Guarantee is secured by substantially all of the assets of the Guarantors, subject to certain exceptions and limitations more fully set forth in the Indenture and Collateral Agreements.
AMENDMENT TO OPERATING AGREEMENT OF RBG, LLCOperating Agreement • March 31st, 2009 • Rbg, LLC • Real estate operators (no developers) & lessors
The Operating Agreement of RBG, LLC, a Nevada Limited Liability Company (the “Company”), is amended thusly, after the consent of Eighty Percent (80%) of the Membership Interests, effective as of January 13, 2009 (the “Effective Date”):
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 14th, 2009 • Rbg, LLC • Real estate operators (no developers) & lessors • Nevada
This Executive Employment Agreement (this “Agreement”) is entered into, to be effective as of January 8, 2009 (the “Effective Date”), between Black Gaming, LLC, a Nevada limited liability company (the “Company”) and Robert R. Black, Sr. (the “Executive”). The Company and the Executive are individually, a “Party” and collectively, the “Parties.”
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • January 3rd, 2007 • Rbg, LLC • Services-miscellaneous amusement & recreation • Nevada
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of the 31st day of December, 2006, by and among Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), B & B B, Inc., a Nevada corporation (“B&BB”) (Virgin River, RBG and B&BB are hereafter, the “Operating Companies”), Black Gaming, LLC, a newly organized Nevada limited-liability company (“Black Gaming”), Robert R. Black, Sr., as trustee of the Robert R. Black Sr. Gaming Properties Trust u/a/d May 24, 2004 (the “Black Trust”), R. Black, Inc., a Nevada corporation (“RBI”) and Glenn J. Teixeira, an individual (“Mr. Teixeira”) (the Black Trust, RBI and Mr. Teixeira are hereafter the “Owners”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 14th, 2009 • Rbg, LLC • Real estate operators (no developers) & lessors • Nevada
This Executive Employment Agreement (this “Agreement”) is entered into, to be effective as of January 8, 2009 (the “Effective Date”), between Black Gaming, LLC, a Nevada limited liability company (the “Company”) and Anthony Toti (the “Executive”). The Company and the Executive are individually a “Party” and collectively, the “Parties.”
SECOND AMENDMENT TO FORBEARANCE, CONSENT AND THIRD AMENDMENT TO CREDIT AGREEMENTForbearance, Consent and Credit Agreement Amendment • February 6th, 2009 • Rbg, LLC • Real estate operators (no developers) & lessors • New York
This Second Amendment to Forbearance, Consent and Third Amendment to Credit Agreement (this “Agreement”) is dated as of February 2, 2009, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), B & B B, INC., a Nevada corporation (“B&BB”), CASABLANCA RESORTS, LLC, a Nevada limited liability company (“CBR”), OASIS INTERVAL MANAGEMENT, LLC, a Nevada limited liability company (“OIM”), OASIS INTERVAL OWNERSHIP, LLC, a Nevada limited liability company (“OIO”), OASIS RECREATIONAL PROPERTIES, INC., a Nevada corporation (“ORP”), RBG, LLC, a Nevada limited liability company (“RBG”), VIRGIN RIVER CASINO CORPORATION, a
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • January 3rd, 2007 • Rbg, LLC • Services-miscellaneous amusement & recreation • New York
This First Supplemental Indenture, dated as of December 31, 2006, among (i) Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & B B, Inc., a Nevada corporation (“B&BB” and, collectively with Virgin River and RBG, the “Issuers,” which term includes any successors to any of such persons under the Indenture), (ii) Black Gaming, LLC, a Nevada limited-liability company, the parent holding company of the Issuers (the “Guaranteeing Parent”), (iii) R. Black, Inc., a Nevada corporation, a subsidiary of the Issuers (the “Guaranteeing Subsidiary”) and (iv) The Bank of New York Trust Company, N.A., as trustee under the Indenture (the “Trustee”).
AMENDMENT TO OPERATING AGREEMENT OF CASABLANCA RESORTS, LLCOperating Agreement • March 31st, 2009 • Rbg, LLC • Real estate operators (no developers) & lessors
The Operating Agreement of Casablanca Resorts, LLC, a Nevada Limited Liability Company (the “Company”), is amended thusly, after the consent of the Sole Member, effective as of January 13, 2009 (the “Effective Date”):
SECURITY AGREEMENT SUPPLEMENTSecurity Agreement Supplement • January 3rd, 2007 • Rbg, LLC • Services-miscellaneous amusement & recreation • New York
This SECURITY AGREEMENT SUPPLEMENT, dated as of December 31, 2006 (this “Supplement”), is made among (i) Virgin River Casino Corporation, a Nevada Corporation, (the “Grantor”); and (ii) Black Gaming, LLC, a Nevada limited-liability company and R. Black, Inc., a Nevada corporation (individually and collectively, jointly and severally “Additional Grantors”) in favor of The Bank of New York Trust Company, N.A., as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”). Undefined capitalized terms used in this Agreement have the meanings assigned to them in that certain Senior Secured Note Security Agreement, dated as of December 20, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among the Issuers, the other Grantors party thereto and the Collateral Agent.
JOINDER TO THE BAILEE AGREEMENTJoinder to the Bailee Agreement • January 3rd, 2007 • Rbg, LLC • Services-miscellaneous amusement & recreation
This Joinder (this “Joinder”) to the Bailee Agreement (the “Agreement”) dated December 20, 2004 by and among WELLS FARGO FOOTHILL, INC., a California corporation (“First Secured Party”) in its capacity as the arranger and administrative agent for the lenders party to the Credit Agreement (as defined in the Agreement), THE BANK OF NEW YORK TRUST COMPANY, N.A. (“Second Secured Party”) in its capacity as collateral agent for the Secured Parties (as defined in the VRCC Second Pledge Agreement), Nevada Title Company, as bailee (in such capacity, “Bailee”), Robert R. Black, Sr. as the trustee of Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004 (“Black”), R. Black, Inc. a Nevada corporation (“RBI”), and Virgin River Casino Corporation, A Nevada Corporation (“VRCC”; Black, RBI and VRCC collectively, jointly and severally, “Grantors” and each individually, a “Grantor”) is made this 31st day of December 2006 , by and among the Grantors, Black Gaming, LLC (the “Additional Grantor”)
