CONSENT
Exhibit 10.9
THIS CONSENT (this “Consent”) is made this 31st day of December, 2006 by and among (i) The Bank of New York Trust Company, N.A, in its capacity as Collateral Agent under the Parent Pledge Agreement (as hereinafter defined) (“Agent”) and (ii) Xxxxxx X. Xxxxx, Xx., as trustee of the Xxxxxx X. Xxxxx, Xx. Gaming Properties Trust u/a/d May 24, 2004 (the “Black Trust”) and R. Black, Inc. a Nevada corporation (“RBI”, and together, with the Black Trust, collectively, jointly and severally, the “Pledgors”).
WHEREAS, Section 6(j) of the Parent Pledge provides that the Pledgors shall not cause, permit, or suffer, directly or indirectly, any amendment to the Convertible Note (as defined herein), the Convertible Note Pledge Agreement (as defined herein), or the Convertible Note Purchase Agreement (as defined herein) without the prior written consent of the Agent, which consent shall not be unreasonably withheld; and
WHEREAS, Agent desires to consent to the Amendment.
1. Consent to the Amendment. Agent hereby consents to the amendment and restatement of the Convertible Note in the form of the Amendment.
2. Binding on Successors. This Consent shall be binding upon and shall inure to the benefit of the parties and their respective successors, and assigns and representatives.
3. Headings. The subject headings or captions of the paragraphs of this Consent are included only for the purposes of convenience and shall not affect the construction or interpretation of any provisions contained herein.
The Bank of New York Trust Company, N.A., as Agent |
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By: |
/s/ Xxxxxx Xxxxx |
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Name: |
Xxxxxx Xxxxx |
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Title: |
Vice President |
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Xxxxxx X. Xxxxx, Xx. as
trustee of the Xxxxxx X. Xxxxx, Xx. Gaming Properties Trust u/a/d May 24,
2004, |
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By: |
/s/ Xxxxxx X. Xxxxx, Xx. |
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Name: |
Xxxxxx X. Xxxxx, Xx. |
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Title: |
Trustee |
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R. Black, Inc., a Nevada corporation, as Pledgor |
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By: |
/s/ Xxxxxx X. Xxxxx, Xx. |
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Name: |
Xxxxxx X. Xxxxx, Xx. |
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Title: |
President |
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EXHIBIT A
[attached]
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