JOINDER TO THE BAILEE AGREEMENT
Exhibit 10.14
JOINDER TO THE BAILEE AGREEMENT
This Joinder (this “Joinder”) to the Bailee Agreement (the “Agreement”) dated December 20, 2004 by and among XXXXX 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”), Xxxxxx X. Xxxxx, Xx. as the trustee of Xxxxxx X. Xxxxx, Xx. 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”), the First Secured Party, the Second Secured Party and the Bailee.
W I T N E S S E T H:
WHEREAS, the Grantors desire to enter into a reorganization;
WHEREAS pursuant to certain agreements related to indebtedness incurred by certain of the Grantors, the Additional Grantor is obligated to become a party to the Agreement as a result of the reorganization;
WHEREAS pursuant to the reorganization certain of the Pledged Collateral, as defined in the Agreement, have been transferred as more particularly described in Exhibit A attached hereto; and
WHEREAS the transfers of the Pledged Collateral pursuant to the reorganization have been approved by the Nevada Gaming Authorities as required by Section 1 of the Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Additional Grantor and Grantors hereby agrees as follows:
1. AGREEMENT TO BE BOUND BY TERMS OF AGREEMENT. The Additional Grantor hereby agrees that upon execution of this Joinder, it shall become a party to the Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement as though an original party thereto and shall be deemed a Borrower for all purposes thereof.
2. EXHIBIT. Exhibit A attached hereto accurately and completely amends and restates Exhibit A provided in the Agreement.
3. SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, this Joinder shall bind and inure to the benefit of and be enforceable by each of the First Secured Party and the Second Secured Party and the respective successors and assigns of each of them and each Additional Borrower and each of its successors and assigns, respectively, in accordance with the terms and conditions of the Agreement.
4. COUNTERPARTS. This Joinder may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Joinder as of the date first above written.
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Black Gaming, LLC, |
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Xxxxx Fargo Foothill, Inc., as First Secured Party |
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as Additional Grantor |
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By: |
/s/ Xxxxxx X. Xxxxx, Xx. |
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By: |
/s/ Xxxxx X. Xxxxx |
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Name: Xxxxxx X. Xxxxx, Xx. |
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Name: Xxxxx X. Xxxxx |
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Title: Manager |
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Title: Vice President |
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Virgin River Casino Corporation |
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The Bank of New York Trust Company, N.A., |
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as Grantor |
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as Second Secured Party |
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By: |
/s/ Xxxxxx X. Xxxxx, Xx. |
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By: |
/s/ Xxxxxx Xxxxx |
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Name: Xxxxxx X. Xxxxx, Xx. |
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Name: Xxxxxx Xxxxx |
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Title: President |
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Title: Vice President |
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R. Black, Inc. |
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Nevada Title Company, as Bailee |
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as Grantor |
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By: |
/s/ Xxxxxx X. Xxxxx, Xx. |
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: Xxxxxx X. Xxxxx, Xx. |
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Name: Xxxx Xxxxxxxx |
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Title: President |
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Title: Vice President |
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Xxxxxx X. Xxxxx, Xx. Gaming Properties Trust |
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u/a/d May 24, 2004 |
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as Grantor |
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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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EXHIBIT A
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Pledgor |
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Issuer |
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Number of |
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Class |
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Certificate |
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Pledgor’s |
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Pledgor’s |
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Black Gaming, LLC |
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Virgin River Casino Corp. |
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100 shares |
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Common Stock |
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16 |
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100 |
% |
100 |
% |
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Black Gaming, LLC |
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B & B B, Inc. |
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16.75 shares |
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Common Stock |
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II-03 |
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100 |
% |
100 |
% |
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R. Black, Inc. |
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N/A |
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Membership Interests |
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3 |
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100 |
% |
5.47 |
% |
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Virgin River Casino Corporation |
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N/A |
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Membership Interests |
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22 |
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100 |
% |
94.53 |
% |
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X. Xxxxx, Xx. as the trustee of Xxxxxx X. Xxxxx, Xx. Gaming Properties Trust u/a/d May 24, 2004 |
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Black Gaming, LLC |
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6602 units |
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Units |
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2 |
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662/3 |
% |
99.03 |
% |
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Virgin River Casino Corporation |
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R. Black, Inc. |
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100 shares |
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Common Stock |
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3 |
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100 |
% |
100 |
% |
ACKNOWLEDGEMENT
The undersigned hereby acknowledge receipt of the following stock certificates and corresponding stock powers:
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Issuer |
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Pledgor |
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Number of |
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Class of |
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Pledgor’s % |
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Certificate |
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Pledgor’s |
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B & B B, Inc. |
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Black Gaming, LLC |
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16.75 shares |
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Common Stock |
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100 |
% |
II-03 |
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100 |
% |
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Virgin River Casino Corporation |
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Black Gaming, LLC |
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100 shares |
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Common Stock |
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100 |
% |
16 |
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100 |
% |
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R. Black, Inc. |
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N/A |
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Membership Interests |
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100 |
% |
21 |
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5.47 |
% |
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Virgin River Casino Corporation |
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N/A |
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Membership Interests |
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100 |
% |
22 |
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94.53 |
% |
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Black Gaming, LLC |
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X. Xxxxx, Xx. as the trustee of Xxxxxx X. Xxxxx, Xx. Gaming Properties Trust u/a/d May 24, 2004 |
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6602 units |
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Units |
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662/3 |
% |
2 |
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99.03 |
% |
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R. Black, Inc. |
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Virgin River Casino Corporation |
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100 shares |
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Common Stock |
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100 |
% |
3 |
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100 |
% |
The undersigned also hereby agrees that it is holding such certificates and powers as bailee for WFF as first secured party and BONY, as second secured party, pursuant to that certain Bailee Agreement, dated as of December 20, 2004, by and among WFF as first secured party, BONY as second secured party, Nevada Title Company, Xxxxxx X. Xxxxx Xx., as trustee of Xxxxxx X. Xxxxx, Xx. Gaming Properties Trust u/a/d May 24, 2004, R. Black, Inc., Virgin River Casino Corporation and Black Gaming, LLC.
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Date: December 31, 2006 |
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Nevada Title Company, as Bailee |
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: Xxxx Xxxxxxxx |
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Title: Vice President |
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