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:
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”)
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
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
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.
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”).
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”).
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”)
