OPERATING AGREEMENT OF OASIS INTERVAL MANAGEMENT, LLCOperating Agreement • March 8th, 2005 • Oasis Interval Ownership, LLC
SENIOR SECURED NOTE SECURITY AGREEMENTSecurity Agreement • March 8th, 2005 • Oasis Interval Ownership, LLC • New York
This SENIOR SECURED NOTE SECURITY AGREEMENT, dated as of December 20, 2004 (this “Agreement”), is among (i) Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, 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 “Subsidiary Grantors”), (iii) each Additional Grantor that from time to time becomes a party by executing a Security Agreement Supplement (together with the Issuers and the Subsidiary Grantors, the “Grantors”), and (iv) The Bank of New York Trust Company, N.A., as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).
PARENT PLEDGE AGREEMENTPledge Agreement • March 8th, 2005 • Oasis Interval Ownership, LLC • New York
This PARENT PLEDGE AGREEMENT (this “Agreement”) is made this 20th day of December, 2004, among Robert R. Black, Sr., as trustee of the Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004 (“Black”), R. Black, Inc., a Nevada corporation (“RBI”; Black and RBI collectively, jointly and severally “Pledgors” and each individually “Pledgor”), and The Bank of New York Trust Company, N.A., in its capacity as Collateral Agent (together with its successors, “Agent”).
PARENT PLEDGE AGREEMENTParent Pledge Agreement • March 8th, 2005 • Oasis Interval Ownership, LLC • New York
This PARENT PLEDGE AGREEMENT (this “Agreement”) is made this 20th day of December, 2004, among Robert R. Black, Sr., as the trustee of The Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004 (“Black”), The Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004 (the “Trust”), R. Black, Inc., a Nevada corporation (“RBI”; Black, Trust and RBI 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”).
125,000,000 9.000% Senior Secured Notes due 2012Indenture • March 8th, 2005 • Oasis Interval Ownership, LLC • New York
INDENTURE, dated as of December 20, 2004, among Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, 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 this Indenture), the Guarantors (as defined herein), and The Bank of New York Trust Company, N.A., a national banking association (the “Trustee”).
AGREEMENT FOR PURCHASE AND SALE OR REDEMPTION OF EQUITY INTERESTS DATED DECEMBER 9, 2004 BY AND AMONG SCOTT M. NIELSON, AS SELLER, AND ROBERT R. BLACK, SR. AND B& BB, INC. AS PURCHASERPurchase and Sale Agreement • March 8th, 2005 • Oasis Interval Ownership, LLC • Nevada
THIS AGREEMENT is made as of November , 2004 by and among Robert R. Black, Sr., and/or his Permitted Designee (hereinafter defined) (“Randy Black”) and B & BB, Inc., a Nevada corporation (“B&BB”) (collectively, Randy Black and B&BB are sometimes collectively referred to as “Purchaser”), having an address at 911 North Buffalo, Suite 211, Las Vegas, Nevada 89128, and Scott M. Nielson (“Seller”), having an address at (all such parties sometimes collectively referred to as the “Parties” and individually as a “Party”).
CREDIT AGREEMENT by and among B & B B, INC. CASABLANCA RESORTS, LLC OASIS INTERVAL MANAGEMENT, LLC OASIS INTERVAL OWNERSHIP, LLC OASIS RECREATIONAL PROPERTIES, INC. RBG, LLC and VIRGIN RIVER CASINO CORPORATION as Borrowers, THE LENDERS THAT ARE...Credit Agreement • March 8th, 2005 • Oasis Interval Ownership, LLC • New York
This ASSIGNMENT AND ACCEPTANCE AGREEMENT (“Assignment Agreement”) is entered into as of between (“Assignor”) and (“Assignee”). Reference is made to the Agreement described in Annex I hereto (the “Credit Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit Agreement.
INTERCREDITOR AND LIEN SUBORDINATION AGREEMENTIntercreditor and Lien Subordination Agreement • March 8th, 2005 • Oasis Interval Ownership, LLC • New York
THIS INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT dated as of December 20, 2004 (this “Agreement”) is made by and among WELLS FARGO FOOTHILL, INC., in its capacity as the arranger, administrative agent, and documentation agent (in such capacity, together with it successors and assigns (if any) in such capacity, the “Original Agent”) under and pursuant to the Loan Agreement (as hereinafter defined), THE BANK OF NEW YORK TRUST COMPANY, N.A. (“BNY”), solely in its capacity as collateral agent under the Indenture Loan Documents (as hereinafter defined) (in such capacity, the “Collateral 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 R
SECURITY AGREEMENTSecurity Agreement • March 8th, 2005 • Oasis Interval Ownership, LLC • New York
This SECURITY AGREEMENT (this “Agreement”) is made this 20th day of December, 2004, among Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, “Grantors” and each individually “Grantor”), 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”).
ESTOPPEL CERTIFICATE CONSENT AND AGREEMENTEstoppel Certificate • March 8th, 2005 • Oasis Interval Ownership, LLC
THIS ESTOPPEL CERTIFICATE, CONSENT AND AGREEMENT (this “Agreement”) is dated as of the day of December, 2004, and made by River View Limited Liability Company, a Nevada limited-liability company (“Landlord”), and RBG, LLC, a Nevada limited-liability company (“Tenant”), for the benefit of The Bank of New York Trust Company, N.A., a national banking association, as collateral agent, and Wells Fargo Foothill, Inc., a California corporation, in its capacity as the arranger and administrative agent (collectively, the “Beneficiary”).
OPERATING AGREEMENT OF RBG, LLCOperating Agreement • March 8th, 2005 • Oasis Interval Ownership, LLC • Nevada
This Operating Agreement (“Agreement”) is entered into this 17th day of March, 1997, by and between ROBERT R. BLACK, SR., and R. BLACK, INC., a Nevada corporation, being the Members of the Limited Liability Company (hereinafter referred to as “Company” or “the Company” as the context requires).
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • March 8th, 2005 • Oasis Interval Ownership, LLC • New York
THIS INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of December 20, 2004, is delivered by and among 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 (“ORC”), RBG, LLC, a Nevada limited liability company (“RBG”), and VIRGIN RIVER CASINO CORPORATION, a Nevada corporation (“VRCC”; B&BB, CBR, OIM, OIO, ORC, RBG, and VRCC, are referred to hereinafter each individually as an “Obligor”, and individually and collectively, jointly and severally, as the “Obligors”), in favor of WELLS FARGO FOOTHILL, INC., a California corporation, as the 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
AGREEMENT FOR PURCHASE AND SALE OR REDEMPTION OF EQUITY INTERESTS DATED NOVEMBER 22, 2004 BY AND AMONG JAMES A. BLACK GAMING PROPERTIES TRUST, GARY W. BLACK GAMING PROPERTIES TRUST, MICHAEL T. BLACK GAMING PROPERTIES TRUST, JORCO, INC., MARCUS A....Agreement for Purchase and Sale or Redemption of Equity Interests • March 8th, 2005 • Oasis Interval Ownership, LLC • Nevada
THIS AGREEMENT is made as of November , 2004 by and among Robert R. Black, Sr., and/or his Permitted Designee (hereinafter defined) (“Randy Black”), Virgin River Casino Corporation, a Nevada corporation (“VRCC”) and B & BB, Inc., a Nevada corporation (“B & BB”) (collectively, Randy Black, VRCC and B & BB are sometimes collectively referred to as “Purchaser”), having an address at 911 North Buffalo, Suite 211, Las Vegas, Nevada 89128, and each of James A. Black Gaming Properties Trust (“JB”), Gary W. Black Gaming Properties Trust (“GB”), and Michael T. Black Gaming Properties Trust (“MB”; and together with JB and GB, the “Black Brothers Trusts”), each having an address c/o Scott Y. MacTaggart, Esquire, Beckley Singleton, Chtd., 530 Las Vegas Boulevard South, Las Vegas, Nevada 89101, and Jorco, Inc., a Nevada corporation (“Jorco”), James Ritchie (“JR”), Barry R. Moore (“BM”), John O’Reilly (“JOR”) and Rene E. O’Reilly (“ROR”; and together with JOR, the “O’Reillys”), each having an addres
125,000,000 9.000% Senior Secured Notes due 2012Purchase Agreement • March 8th, 2005 • Oasis Interval Ownership, LLC • New York
Each of Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, Inc., a Nevada corporation (“B&BB” and, collectively with Virgin River and RBG, jointly and severally, the “Issuers”), each of the entities listed on Schedule I hereto (the “Guarantors”), and, solely with respect to Sections 5(s), 6(p), 6(s) and 6(bb) hereof, each of the Parent Pledgors (as defined below), hereby agrees with you as follows:
APN: 001-18-602-003Collateral Assignment of Notes and Deeds of Trust • March 8th, 2005 • Oasis Interval Ownership, LLC
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2005 • Oasis Interval Ownership, LLC • New York
Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, Inc., a Nevada corporation (“B&BB” and, collectively with Virgin River and RBG, the “Issuers”), are issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in a purchase agreement, dated as of December 20, 2004 (the “Purchase Agreement”), (i) $125,000,000 aggregate principal amount at maturity of the Issuers’ 9.000% Senior Secured Notes due 2012, Series A, including the Senior Secured Note Guarantees (as defined below) endorsed thereon (the “Initial Senior Secured Notes”) and (ii) $66,000,000 aggregate principal amount at maturity of the Issuers’ 12.750% Senior Subordinated Discount Notes due 2013, Series A, including the Senior Subordinated Note Guarantees (as defined below) endorsed thereon (the “Initial Senior Subordinated Notes” and, together with the Initial Senior Secured Notes, the “Initial Notes”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • March 8th, 2005 • Oasis Interval Ownership, LLC
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 20th day of December, 2004, among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., in its capacity as Collateral Agent (together with its successors, “Agent”).
Assessor’s Parcel Numbers: 001-18-602-003; 001-18-602-004Collateral Assignment of Notes and Deeds of Trust • March 8th, 2005 • Oasis Interval Ownership, LLC
BAILEE AGREEMENTBailee Agreement • March 8th, 2005 • Oasis Interval Ownership, LLC • New York
THIS BAILEE AGREEMENT (this “Agreement”) is entered into as of December 20, 2004, by and among Wells Fargo Foothill, Inc., a California corporation (“First Secured Party”) in its capacity as arranger and administrative agent for the lenders party to the Credit Agreement defined below, The Bank of New York Trust Company, N.A., a national banking association (“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, “Grantor”).
LEASEHOLD AND FEE DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING WITH ASSIGNMENT OF RENTS VIRGIN RIVER CASINO CORPORATION, RBG, LLC, CASABLANCA RESORTS, LLC, andLeasehold and Fee Deed of Trust, Security Agreement and Fixture Filing With Assignment of Rents • March 8th, 2005 • Oasis Interval Ownership, LLC • New York
THIS LEASEHOLD AND FEE DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING WITH ASSIGNMENT OF RENTS (the “Deed of Trust”) is made as of the [ ]th day of December, 2004 by and among Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), CasaBlanca Resorts, LLC, a Nevada limited-liability company (“Resorts”), and Oasis Interval Ownership, LLC, a Nevada limited-liability company (“Oasis Interval” and, collectively with RBG and Virgin River, the “Trustors,” which term includes any successors under this Deed of Trust), each of whose principal place of business is located at the location set forth opposite its name on Schedule 4.2(ii) hereto, in favor of Nevada Title Company (“Trustee”), for the benefit of The Bank of New York, a New York banking corporation, as Collateral Agent (“Beneficiary”), whose principal place of business is located at 101 Barclay Street - 21W, New York, New York 10286, in its capacity as trustee
OPERATING AGREEMENT OF CASABLANCA RESORTS, LLCOperating Agreement • March 8th, 2005 • Oasis Interval Ownership, LLC • Nevada
This Operating Agreement (“Agreement”) is entered into this 31st day of May, 2001 by RBG, LLC being the Sole Member of the Limited Liability Company (hereinafter referred to as “Company” or “the Company” as the context requires).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • March 8th, 2005 • Oasis Interval Ownership, LLC
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 20th day of December, 2004, among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO FOOTHILL, INC., in its capacity as Agent for the Lender Group and the Bank Product Provider (together with its successors, “Agent”).
LEASEHOLD AND FEE DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILINGLeasehold and Fee Deed of Trust • March 8th, 2005 • Oasis Interval Ownership, LLC • New York
THIS LEASEHOLD AND FEE DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is dated as of December 20, 2004, by and from OASIS RECREATIONAL PROPERTIES, INC., a Nevada corporation (“Grantor”), whose address is 950 West Mesquite Blvd., Mesquite, Nevada, 89027, to TRANSNATION TITLE INSURANCE COMPANY (“Trustee”), whose address is 1316 Stockton Hill Road, Kingman, Arizona 86401 for the benefit of WELLS FARGO FOOTHILL, INC., a California corporation, in its capacity as the arranger and administrative agent, its successors and assigns, as its interests may appear (“Agent”) pursuant to the Credit Agreement (as defined below), whose address is 2450 Colorado Avenue, Suite 3000 West, Santa Monica, California 90404 (Agent, together with its successors and assigns, is referred to herein as “Beneficiary”).
