a5532553ex10-1.htm


    Exhibit
      10.1

     

    
      FIRST
        AMENDMENT TO CREDIT AGREEMENT

       

      This
        FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”)
        is entered into as of October 26, 2007, 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 (“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”; BB&B, CBR, OIM, OIO, ORP, RBG and VRCC
        are referred to hereinafter each individually as a “Borrower” and collectively,
        jointly and severally, as the “Borrowers”), with reference to the
        following:

       

      WHEREAS,
        Borrowers, Lenders, and Agent are parties to that certain Credit Agreement
        entered into as of December 20, 2004 (as amended, restated, supplemented,
        or
        otherwise modified from time to time, the “Credit
        Agreement”);

       

      WHEREAS,
        Borrowers
        have requested that Lenders make certain amendments to the Credit Agreement;
        and

      


      WHEREAS,
        subject to the terms and conditions set forth herein, Lenders are willing
        to
        make the amendments requested by Borrowers.

       

      NOW,
        THEREFORE, in consideration of the foregoing and the mutual covenants
        herein contained, and for other good and valuable consideration, the receipt
        and
        sufficiency of which are hereby acknowledged, the parties hereby agree as
        follows:

       

      1.      Defined
        terms.  Capitalized terms used herein and not otherwise defined
        herein shall have the meanings ascribed to them in the Credit
        Agreement.

       

      2.      Amendments
        to Credit Agreement.

       

      (a)           Section
        6.16(b)(i) of the Credit Agreement, Capital Expenditures, is hereby
        amended and modified by deleting such clause in its entirety and inserting
        the
        following in lieu thereof:

       

      “(i)           Capital
        Expenditures.  Capital Expenditures in any fiscal year in
        excess of the amount set forth in the following table for the applicable
        period:

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Fiscal
                  Year 2005

              	
                Fiscal
                  Year 2006

              	
                Fiscal
                  Year 2007

              	
                Fiscal
                  Year 2008

              
	
                $13,000,000

              	
                $12,000,000

              	
                $18,000,000

              	
                $19,000,000

              


      

       

      provided,
        however, that if during any fiscal year the amount of all Capital
        Expenditures permitted to be made is not so made (the “Unused Amount”),
        such Unused Amount may be used in the immediately succeeding fiscal year
        in an
        amount equal to the Unused Amount (such amount, the “Carry-Over Amount”);
provided further that (A) in such succeeding fiscal year, Capital
        Expenditures shall be deemed to have been made first from the amount permitted
        to be made for such fiscal year and, second, from the Carry-Over Amount,
        and
        (B) no Carry-Over Amount may be carried forward to any fiscal year other
        than the immediately succeeding fiscal year.”

       

      (b)           Schedule
        1.1 of the Credit Agreement, Definitions, is hereby amended and modified
        by restating the following definition in its entirety:

       

       ““EBITDA”
        means, with respect to any fiscal period, Borrowers’ and their Subsidiaries’
combined net earnings (or loss), minus extraordinary gains (net of any
        extraordinary losses) and interest income, plus interest expense,
        income taxes, depreciation and amortization and non-cash, non-operating
        write-offs for such period, in each case, as determined in accordance with
        GAAP.”

       

      (c)           Schedules
        5.2 and 5.3 to the Credit Agreement are hereby amended and restated
        as of the date hereof by deleting each such schedule in its entirety and
        inserting in lieu thereof the schedules attached hereto.

       

      (d)           Exhibit
        C-1 to the Credit Agreement is hereby amended and restated as of the date
        hereof by deleting such exhibit in its entirety and inserting in lieu thereof
        the exhibit attached hereto.

       

      3.      Conditions
        Precedent to Amendment. The satisfaction of each of the following shall
        constitute conditions precedent to the effectiveness of this Amendment and
        each
        and every provision hereof:

       

      (a)           Agent
        shall have received this Amendment, duly executed by the parties hereto,
        and the
        same shall be in full force and effect.

       

      (b)           The
        representations and warranties herein and in the Credit Agreement and the
        other
        Loan Documents shall be true and correct in all material respects on and
        as of
        the date hereof, as though made on such date (except to the extent that such
        representations and warranties relate solely to an earlier date).

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (c)           No
        Default or Event of Default shall have occurred and be continuing on the
        date
        hereof, nor shall result from the consummation of the transactions contemplated
        herein.

       

      (d)           No
        injunction, writ, restraining order, or other order of any nature prohibiting,
        directly or indirectly, the consummation of the transactions contemplated
        herein
        shall have been issued and remain in force by any Governmental Authority
        against
        Borrowers, any Guarantor, Agent or any Lender.

       

      4.      Representations
        and warranties.  Each Borrower represents and warrants to Lenders
        and Agent that (a) the execution, delivery, and performance of this Amendment
        and of the Credit Agreement, (i) are within its powers, (ii) have been duly
        authorized by all necessary action, and (iii) are not in contravention of
        any
        law, rule, or regulation applicable to it, or any order, judgment, decree,
        writ,
        injunction, or award of any arbitrator, court, or Governmental Authority,
        or of
        the terms of its Governing Documents, or of any contract or undertaking to
        which
        it is a party or by which any of its properties may be bound or affected;
        and
        (b) this Amendment and the Credit Agreement are legal, valid and binding
        obligations of each Borrower, enforceable against such Borrower in accordance
        with their respective terms.

       

      5.      Choice
        of law.  The validity of this Amendment, its construction,
        interpretation and enforcement, the rights of the parties hereunder, shall
        be
        determined under, governed by, and construed in accordance with the laws
        of the
        State of New York.

       

      6.      Counterpart
        execution.  This Amendment may be executed in any number of
        counterparts, all of which when taken together shall constitute one and the
        same
        instrument, and any of the parties hereto may execute this Amendment by signing
        any such counterpart.  Delivery of an executed counterpart of this
        Amendment by telefacsimile or electronic mail shall be equally as effective
        as
        delivery of an original executed counterpart of this Amendment.  Any
        party delivering an executed counterpart of this Amendment by telefacsimile
        or
        electronic mail also shall deliver an original executed counterpart of this
        Amendment, but the failure to deliver an original executed counterpart shall
        not
        affect the validity, enforceability, and binding effect of this
        Amendment.

       

      7.      Effect
        on Loan Documents.

       

      (a)           The
        Credit Agreement and each of the other Loan Documents shall be and remain
        in
        full force and effect in accordance with their respective terms and hereby
        are
        ratified and confirmed in all respects.  The execution, delivery, and
        performance of this Amendment shall not operate, except as expressly set
        forth
        herein, as a modification or waiver of any right, power, or remedy of Agent
        and
        Lenders under the Credit Agreement or any other Loan Document.  The
        waivers, consents, and modifications herein are limited to the specifics
        hereof,
        shall not apply with respect to any facts or occurrences other than those
        on
        which the same are based, shall not excuse future non-compliance with the
        Loan
        Documents, and shall not operate as a consent to any further or other matter
        under the Loan Documents.

       

      (b)           Upon
        and after the effectiveness of this Amendment, each reference in the Loan
        Agreement to “this Agreement,” “hereunder,” “herein,” “hereof” or words of like
        import referring to the Credit Agreement, and each reference in the other
        Credit
        Documents to “the Credit Agreement,” “thereunder,” “therein,” “thereof” or words
        of like import referring to the Credit Agreement, shall mean and be a reference
        to the Credit Agreement, as modified or amended hereby.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (c)           To
        the extent that any terms and conditions in any of the Loan Documents shall
        contradict or be in conflict with any terms or conditions of the Credit
        Agreement, after giving effect to this Amendment, such terms and conditions
        are
        hereby deemed modified or amended accordingly to reflect the terms and
        conditions of the Credit Agreement as modified or amended hereby.

       

      (d)           This
        Amendment is a Loan Document.

       

      8.      Entire
        agreement.  This Amendment embodies the entire understanding and
        agreement between the parties hereto with respect to the subject matter hereof
        and supersedes any and all prior or contemporaneous agreements or understandings
        with respect to the subject matter hereof, whether express or implied, oral
        or
        written.

       

      [Signature
        pages follow]

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      IN
        WITNESS
        WHEREOF, the parties have entered into this Amendment as of the date first
        above
        written.

       

       

      
        
          	 	
                  B
                    & B B, INC., 

                
	 	
                  a
                    Nevada corporation 

                
	 	 
	 	
                  By:

                	
                  /s/
                    Robert R. Black, Sr.

                
	 	Title:	 
	 	 	 
	 	 	 
	 	
                  CASABLANCA
                    RESORTS, LLC, 

                
	 	
                  a
                    Nevada limited liability company 

                
	 	 
	 	
                  By:  

                	
                  /s/
                    Robert R. Black, Sr.

                
	 	Title:	 
	 	 	 
	 	 	 
	 	
                  OASIS
                    INTERVAL MANAGEMENT, LLC, 

                
	 	
                  a
                    Nevada limited liability company 

                
	 	 
	 	
                  By:  

                	
                  /s/
                    Robert R. Black, Sr.

                
	 	Title:	 
	 	 	 
	 	 	 
	 	
                  OASIS
                    INTERVAL OWNERSHIP, LLC, 

                
	 	
                  a
                    Nevada limited liability company 

                
	 	 
	 	
                  By:  

                	
                  /s/
                    Robert R. Black, Sr.

                
	 	Title:	 
	 	 	 
	 	 	 
	 	
                  OASIS
                    RECREATIONAL PROPERTIES, INC., 

                
	 	
                  a
                    Nevada corporation 

                
	 	 
	 	
                  By:  

                	
                  /s/
                    Robert R. Black, Sr.

                
	 	Title:	 


        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	 	
                RBG,
                  LLC, 

              
	 	
                a
                  Nevada limited liability company 

              
	 	 
	 	
                By:

              	
                /s/
                  Robert R. Black, Sr.

              
	 	Title:	 
	 	 	 
	 	 	 
	 	
                VIRGIN
                  RIVER CASINO CORPORATION, 

              
	 	
                a
                  Nevada corporation 

              
	 	 
	 	
                By:  

              	
                /s/
                  Robert R. Black, Sr.

              
	 	Title:	 


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        
          	 	
                  WELLS
                    FARGO FOOTHILL, INC., 

                
	 	
                  a
                    California corporation, as Agent and as a Lender 

                
	 	 
	 	
                  By:

                	
                  /s/
                    Steve Scott

                
	 	Title:	VP


        

      

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Schedule
        5.2

       

      Provide
        Agent (and if so requested by
        Agent, with copies for each Lender) with each of the documents set forth
        below
        at the following times in form satisfactory to Agent:

      


      
        	
                Monthly
                  (within 30 days of each month, with a 50 day grace period at quarter
                  end
                  and 50 day grace period at fiscal year end)

              	 	
                (a)
                  a detailed calculation of the Borrowing Base, including a schedule
                  of
                  EBITDA for the preceding twelve (12) month period having ended
                  on the last
                  day of such month, accompanied by such reporting detail and documentation
                  as may be reasonably requested by Agent.

                 

              
	
                Quarterly
                  (within 50 days of quarter end)

              	 	
                (b)
                  a detailed report including (i) cage-cash on hand as of the end
                  of the
                  reporting period; (ii) “handle revenues” and “win revenues”; (iii)
                  comparisons of such results for the period covered in such report
                  with the
                  corresponding results for such prior periods as Agent may reasonably
                  request; and (iv) such other information relative to gaming operations
                  as
                  Agent may reasonably request, and

                 

                (c)
                  the minimum bankroll requirement worksheet as required by the Nevada
                  Gaming Authorities of Borrowers.

              
	
                Within
                  5 days after any occurrence

              	 	
                (d)
                  copies of each report in respect of any Borrower’s business issued by a
                  Nevada Gaming Authority (including any ‘Exception Report’ or other audit
                  finding issued by any Nevada Gaming Authority in respect of any
                  audit of
                  any Borrower performed by such Nevada Gaming Authority) or made
                  by a
                  Borrower to any Nevada Gaming Authority.

              
	
                Upon
                  request by Agent

              	 	
                (e)
                  such other reports as to the Collateral or the financial condition
                  of the
                  Borrowers as Agent may reasonably request from time to time.

                 

              


      

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Schedule
        5.3

       

      Deliver
        to Agent, with copies to each
        Lender, each of the financial statements, reports, or other items set forth
        set
        forth below at the following times in form satisfactory to Agent:

      


      
        	
                 

                as
                  soon as available, but in any event within 30 days (50 days in
                  the case of
                  a month that is the end of Borrowers’ fiscal quarters) after the end of
                  each month during each of Borrowers’ fiscal years

                 

              	 	
                 

                (a) an
                  unaudited combined balance sheet and an unaudited combined and
                  combining
                  income statement covering Borrowers’ operations during such period,
                  and

                 

                (b)
                  a Compliance Certificate certifying that Borrowers have timely
                  filed all
                  tax returns required to be filed by Borrowers, and have timely
                  paid all
                  taxes on Borrowers and  their respective properties, assets, income,
                  and franchises (including Real Property taxes, gaming taxes, and
                  payroll
                  taxes), other than any such taxes that are the subject of a Permitted
                  Protest.

              
	
                 

                as
                  soon as available, but in any event within 50 days after the end
                  of each
                  fiscal quarter

                 

              	 	
                 

                (c)
                  an unaudited combined statement of cash flow covering Borrowers’
                  operations during such period.

                 

                 

              
	
                 

                as
                  soon as available, but in any event within 95 days after the end
                  of each
                  of Borrowers’ fiscal years

                 

              	 	
                 

                (d)
                  combined and combining financial statements of Borrowers and their
                  Subsidiaries for each such fiscal year, audited by independent
                  certified
                  public accountants  reasonably acceptable to Agent and certified,
                  without any qualifications, by such accountants to have been prepared
                  in
                  accordance with GAAP (such audited financial statements to include
                  a
                  balance sheet, income statement, and statement of cash flow and,
                  if
                  prepared, such accountants’ letter to management), and

                 

                (e)
                  a Compliance Certificate signed by the chief executive officer
                  or chief
                  financial officer of  Borrowers reconfirming the completeness
                  and accuracy of the  representations and warranties set forth in
                  Section 4.

              
	
                 

                as
                  soon as available, but in any event at the start of Borrowers’ fiscal
                  years,

              	 	
                 

                (f)
                  copies of Borrowers’ Projections, in form and substance (including as to
                  scope and underlying assumptions) satisfactory to Agent, in its
                  Permitted
                  Discretion, for forthcoming fiscal year 2008, quarter by quarter,
                  certified by the chief financial officer as being such officer’s good
                  faith estimate of the financial performance of  Borrowers during the
                  period covered thereby.

              
	
                 

                As
                  soon as a Borrower has knowledge thereof

              	 	
                 

                (g)
                  notice of any proposed legislation or administrative action specifically
                  affecting Borrowers’ gaming activities introduced before any Governmental
                  Authority.

              
	
                 

                promptly,
                  but in any event within 5 days after a Borrower has knowledge of
                  any event
                  or condition that constitutes a Default or an Event of
                  Default,

                 

              	 	
                 

                (h)
                  notice of such event or condition and a statement of the curative
                  action
                  that Borrowers propose to take with respect
                  thereto.

              


      

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

         

        
          	
                   

                  promptly
                    after the commencement thereof, but in any event within 5 days
                    after the
                    service of process with respect thereto on any Borrower or any
                    Subsidiary
                    of a Borrower,

                   

                	 	
                   

                  (i)
                    notice of all actions, suits, or proceedings brought by or against
                    Borrowers or any Subsidiary of Borrowers before any Governmental
                    Authority
                    which reasonably could  be expected to result in a Material Adverse
                    Change.

                
	
                   

                  upon
                    the request of Agent,

                   

                	 	
                   

                  (j)
                    any other information reasonably requested relating to the financial
                    condition of Borrowers or their Subsidiaries, and

                   

                  (k)
                    satisfactory evidence of payment of applicable excise taxes in
                    each
                    jurisdictions in which (i) such Borrower conducts business or
                    is required
                    to pay any such excise tax,  (ii) where such Borrower’s failure to
                    pay any such applicable excise tax would result in a Lien on
                    the property
                    or assets of such Borrower, or (iii) where such Borrower’s failure to pay
                    any such applicable excise tax reasonably could be expected to
                    result in a
                    Material Adverse Change

                   

                


        

         

         

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT
        C-1

       

      FORM
        OF COMPLIANCE CERTIFICATE

       

      [on
        Administrative Borrower’s letterhead]

       

      
        	
                To:

              	
                Wells
                  Fargo Foothill, Inc.

              


      

      
        	
                 

              	
                2450
                  Colorado Avenue

              


      

      
        	
                 

              	
                Suite
                  3000 West

              


      

      
        	
                 

              	
                Santa
                  Monica, California  90404

              


      

      
        	
                 

              	
                Attn:
                  Specialty Finance Manager

              


      

       

      Re:           Compliance
        Certificate
        dated  _______________________                                                          

       

      Ladies
        and
        Gentlemen:

       

      Reference
        is made to that certain CREDIT AGREEMENT (the “Credit
        Agreement”) dated as of December 20, 2004, by and among the lenders
        identified on the signature pages thereof (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 (“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 a “Borrower”, and
        individually and collectively, jointly and severally, as the
“Borrowers”).  Capitalized terms used in this Compliance
        Certificate have the meanings set forth in the Credit Agreement unless
        specifically defined herein.

       

      Pursuant
        to Schedule 5.3 of the Credit Agreement, the undersigned officer of
        Administrative Borrower hereby certifies that:

       

      1.           The
        financial information of Borrowers and their Subsidiaries furnished in
Schedule 1 attached hereto, has been prepared in accordance with GAAP
        (except for year-end adjustments and the lack of footnotes), and fairly presents
        in all material respects the financial condition of Borrowers and their
        Subsidiaries.

       

      2.           Such
        officer has reviewed the terms of the Credit Agreement and has made, or caused
        to be made under his/her supervision, a review in reasonable detail of the
        transactions and condition of Borrowers and their Subsidiaries during the
        accounting period covered by the financial statements delivered pursuant
        to
Schedule 5.3 of the Credit Agreement.

       

      3.           Borrowers
        have timely filed all tax returns required to be filed by Borrowers, and
        have
        timely paid all taxes on Borrowers and their respective properties, assets,
        income, and franchises (including Real Property taxes, gaming taxes, and
        payroll
        taxes), other than any such taxes that are the subject of a Permitted
        Protest.

       

      4.           Such
        review has not disclosed the existence on and as of the date hereof, and
        the
        undersigned does not have knowledge of the existence as of the date hereof,
        of
        any event or condition that constitutes a Default or Event of Default, except
        for such conditions or events listed on Schedule 2 attached hereto,
        specifying the nature and period of existence thereof and what action Borrower
        and their Subsidiaries have taken, are taking, or propose to take with respect
        thereto.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      5.           The
        representations and warranties of Borrowers and their Subsidiaries set forth
        in
        the Credit Agreement and the other Loan Documents are true and correct in
        all
        material respects on and as of the date hereof (except to the extent they
        relate
        to a specified date), except as set forth on Schedule 3 attached
        hereto.

       

      6.           Borrowers
        and their Subsidiaries are in compliance with the applicable covenants contained
        in Section 6.16 of the Credit Agreement as demonstrated on Schedule
        4 hereof.

       

      [Signature
        Pages Follow.]

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      IN
        WITNESS
        WHEREOF, this Compliance Certificate is executed by the undersigned this
        _____
        day of _______________, ________.

       

       

      
        
          	 	
                  B
                    & B B, INC., as Administrative Borrower 

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	
                   

                
	 	Title:	 


        

      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

         

      

      SCHEDULE
        1

       

      Financial
        Information

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE
        2

       

      Default
        or Event of Default

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE
        3

       

      Representations
        and Warranties

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE
        4

       

      Financial
        Covenants

       

       

      1.           Minimum
        EBITDA.

       

      Borrowers’
        and their Subsidiaries’ EBITDA, measured on a month-end basis, for the month
        period ending _________, ________ is $______________, which amount
[is/is not] greater than or equal to the amount set forth in
        Section 6.16(a)(i) of the Credit Agreement for the corresponding
        period.

       

      2.           Capital
        Expenditures.

       

      Borrowers’
        and their Subsidiaries’ Capital Expenditures from the beginning of Borrowers’
most recent Fiscal Year to the date hereof is ____________, which [is/is
        not] greater than or equal to the amount set forth in Section
        6.16(b)(i) of the Credit Agreement.