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WHEREAS, Borrowers have further requested that Agent and Lenders make certain amendments tothe Credit Agreement;WHEREAS, subject to the terms and conditions set forth herein, Lenders are willing to make theamendments requested by Borrowers.NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto agree as follows:1. Defined Terms. All capitalized terms used herein (including, without limitation, in thepreamble and recitals hereof) without definition shall have the meanings ascribed thereto in theCredit Agreement.2. Forbearance.2.1 The Lender Group hereby agrees, as of the Forbearance Effective Date (as defined below),to forbear from exercising any rights or remedies under Section 8.1 of the Credit Agreement withrespect to the Designated Events of Default until the earliest of any of the following: (i) thedate of the occurrence of a breach or default under this Agreement; (ii) the date of the occurrenceof a Default or Event of Default that is not a Designated Event of Default; or (iii) January 15,2009 (collectively, the “Forbearance Termination Date”).2.2 Each Borrower and Guarantor hereby acknowledge and agree that upon the ForbearanceTermination Date, the forbearance provided under this Section 2 shall terminate and the LenderGroup shall have the right to exercise any and all rights and remedies under Section 8.1 of theCredit Agreement or otherwise under the Loan Documents or under applicable law or at equity due tothe existence of the Designated Events of Default. Each Borrower and Guarantor hereby furtheracknowledge and agree that, from and after the Forbearance Termination Date, the Lender Group shallbe under no obligation of any kind whatsoever to forbear from exercising any remedies on account ofthe Designated Events of Default or any other Event of Default (whether similar or dissimilar tothe Designated Events of Default).2.3 The foregoing notwithstanding, if and to the extent that the Lender Group continues tomake Advances or otherwise extend credit under the Credit Agreement, notwithstanding the occurrenceof any Default or Event of Default, whether specified herein or otherwise, (a) such Advances orother extension of credit which hereafter may be made available to Borrowers shall be made, issued,caused to be issued, or executed, as applicable, in the Lender Group’s sole and absolutediscretion, and (b) no such action shall be construed as (i) a waiver or forbearance of any memberof the Lender Group’s rights, remedies, and powers against Borrowers, Guarantors or the Collateral(including, without limitation, the right to terminate without notice the making of Advances or themaking of any other extensions of credit under the Credit Agreement) or (ii) a waiver of any suchDefault or Event of Default or the Designated Events of Default.3. Consent. Notwithstanding anything to the contrary contained in Section 6.3(d) of theCredit Agreement, the Lenders hereby consent to the Borrowers suspending casino operations at theSuspended Location at any time during the period beginning on the Forbearance Effective Date (asdefined below) and ending on the Forbearance Termination Date (the “Forbearance Period”), so longas the Borrowers do not sell, transfer or remove any Collateral or other personal property(including any Gaming Equipment) from the Suspended Location or make any material alterations tothe Suspended Location.4. Amendments to Credit Agreement.4.1 Schedule 1.1 of the Credit Agreement, Definitions, is hereby amended and modified byadding the following definition in proper alphabetical order:““Federal Funds Rate” means, for any period, a fluctuating interest rate per annumequal to, for each day during such period, the weighted average of the rates onovernight Federal funds transactions with members of the Federal Reserve Systemarranged by Federal funds brokers, as published on the next succeeding Business Dayby the Federal Reserve Bank of New York, or, ifsuch rate is not so published for any day which is a Business Day, the average ofthe quotations for such day on such transactions received by Agent from threeFederal funds brokers of recognized standing selected by it.”
 
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““Forbearance and Third Amendment Closing Date” means November 3, 2008.”““Forbearance Period” has the meaning specified therefor in that certainForbearance, Consent and Third Amendment to Credit Agreement dated as of November 3,2008, by and among the Borrowers, Guarantors, Agent and Lenders.”4.2 Schedule 1.1 of the Credit Agreement, Definitions, is hereby amended and modified byrestating the following definitions in their entirety:““Base Rate” means the greater of (a) the Federal Funds Rate plus 1/2%, (b) the onemonth LIBOR Rate, which rate shall be determined on a daily basis or (c) the rate ofinterest announced, from time to time, within Wells Fargo at its principal office inSan Francisco as its “prime rate”, with the understanding that the “prime rate” isone of Wells Fargo’s base rates (not necessarily the lowest of such rates) andserves as the basis upon which effective rates of interest are calculated for thoseloans making reference thereto and is evidenced by the recording thereof after itsannouncement in such internal publications as Wells Fargo may designate.”““Base Rate Margin” means 5 percentage points.”““Borrowing Base” means,(i) as of any date of determination during the Forbearance Period, the result of:(a) the product of (i) 1.5 multiplied by (ii) the TTM EBTIDA for the mostrecently ended 12 month period for which financial statements have been deliveredpursuant to Section 5.3, minus(b) the sum of (i) the Bank Product Reserve (ii) the Environmental Reserve,(iii) the Lien Reserve, and (iv) the aggregate amount of reserves, if any,established by Agent under Section 2.1(b); and(ii) as of any date of determination before or after the Forbearance Period, theresult of:(a) the product of (i) 1.0 multiplied by (ii) the TTM EBTIDA for the mostrecently ended 12 month period for which financial statements have been deliveredpursuant to Section 5.3, minus(b) the sum of (i) the Bank Product Reserve (ii) the Environmental Reserve,(iii) the Lien Reserve, and (iv) the aggregate amount of reserves, if any,established by Agent under Section 2.1(b).”““LIBOR Rate Margin” means 5 percentage points.”
 
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5. Covenant of Borrowers. As a material inducement to the execution by Agent and theundersigned Lenders of this Agreement, each Borrower covenants and agrees that, during theForbearance Period, Borrowers shall maintain or achieve EBITDA, measured on a fiscal quarter-endbasis, of at least the required amount set forth in the following table:     Applicable Amount  Applicable Period$10,000,000  For the 12 month period ending September 30, 2008$10,000,000  For the 12 month period ending December 31, 20086. Acknowledgment of Borrowers and Guarantors. As a material inducement to the execution byAgent and the undersigned Lenders of this Agreement, each Borrower and Guarantor herebyacknowledge, confirm and agree as follows:(a) As of October 31, 2008, the total aggregate outstanding principal amount of theObligations under the Credit Agreement with respect to the Advances is $14,802,755.54, and allObligations owing by Borrowers, together with interest accrued and accruing thereon, and all fees,costs, expenses and other charges now or hereafter payable by such Borrower to Agent and eachLender, are unconditionally owing by Borrowers to Agent and each Lender, without offset, defense,withholding, counterclaim or deduction of any kind, nature or description whatsoever.(b) Agent, for the benefit of the Lender Group, has and shall continue to have valid,enforceable and perfected first-priority liens upon and security interests in the Collateralgranted to Agent, for the benefit of the Lender Group, pursuant to the Loan Documents or otherwisegranted to or held by Agent, for the benefit of the Lender Group.(c) Upon the occurrence of the Designated Events of Default, no member of the Lender Groupwill have any obligation to make any Advances or other extensions of credit to any Borrower.7. Binding Effect of Documents. Each Borrower and Guarantor hereby acknowledge, confirm andagree that: (i) each of the Loan Documents to which it is a party has been duly executed anddelivered to Agent and Lenders thereto by such Borrower or Guarantor, and each is in full force andeffect as of the Forbearance Effective Date (as defined below), (ii) the agreements and obligationsof such Borrower or Guarantor contained in the Loan Documents and in this Agreement constitute thelegal, valid and binding obligations of such Borrower or Guarantor, enforceable against suchBorrower or Guarantor in accordance with their respective terms, and such Borrower or Guarantor hasno valid defense to the enforcement of the obligations under the Credit Agreement, and (iii) Agentand each Lender are and shall be entitled to the rights, remedies and benefits provided for in theLoan Documents and under applicable law or at equity.8. Forbearance Fee. In connection with this Agreement and in consideration for, among otherthings, the forbearance provided under Section 2 hereof, Borrowers hereby agree to pay to Agent aforbearance fee by wire transfer of immediately available funds in an amount equal to $75,000 (the“Forbearance Fee”), which Forbearance Fee shall be fully earned, due and payable on the datehereof.9. Conditions Precedent to Effectiveness. This Agreement shall become effective as of thedate when, and only when, the following conditions have been satisfied as determined in Agent’ssole and absolute discretion (the date of such effectiveness being herein called the “ForbearanceEffective Date”):(a) Agent shall have received duly executed counterparts of this Agreement duly executed byBorrowers, Guarantors and the Lenders;(b) Borrowers shall have paid all fees, costs and expenses incurred in connection with thisAgreement and any other Loan Documents (including, without limitation, legal fees and expenses);
 
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(c) The representations and warranties made or deemed made by Borrowers and Guarantors underthis Agreement shall be true and correct;(d) The Agent shall have received the Forbearance Fee; and(e) The Agent shall have received such other documents as the Agent may request with respectto any of the foregoing.10. Representations and Warranties. Each Borrower and Guarantor represents and warrants asfollows:(a) The execution, delivery and performance of this Agreement are within such Borrower’s orGuarantor’s, as applicable, powers, have been duly authorized by all necessary action and do not(i) violate any provision of federal, state, or local law or regulation applicable to such Borroweror Guarantor, as applicable, the Governing Documents of such Borrower or Guarantor, as applicable,or any order, judgment, or decree of any court or other Governmental Authority binding on suchBorrower or Guarantor, as applicable, or (ii) conflict with, result in a breach of, or constitute(with due notice or lapse of time or both) a default under any material contractual obligation ofsuch Borrower or Guarantor, as applicable.(b) No authorization, approval or other action by, and no notice to or filing with, anyGovernmental Authority, any regulatory body, any Borrower’s or Guarantor’s interestholders or anyPerson under any material contractual obligations of any Borrower or any Guarantor is required forthe due execution, delivery and performance by Borrowers and Guarantors of this Agreement.(c) Each representation or warranty of Borrowers and Guarantors set forth in the CreditAgreement and the other Loan Documents, is hereby restated and reaffirmed as true and correct inall material respects (except that such materiality qualifier shall not be applicable to anyrepresentations and warranties that already are qualified or modified by materiality in the textthereof), on and as of the date of this Agreement, and after giving effect to this Agreement, as ifsuch representation or warranty were made on and as of the date of, and after giving effect to,this Agreement (except to the extent that such representations and warranties relate solely to anearlier date).(d) This Agreement constitutes the legal, valid and binding obligation of Borrowers andGuarantors, enforceable against Borrowers and Guarantors in accordance with its terms.(e) No Default or Event of Default, other than the Designated Events of Default, exists underthe Credit Agreement.11. Affirmation of Guaranty. By executing this Agreement, each Guarantor hereby acknowledges,consents and agrees that all of its obligations and liabilities under the provisions of theGuaranty remain in full force and effect, and that the execution and delivery of this Agreement andany and all documents executed in connection therewith shall not alter, amend, reduce or modify itsobligations and liability under the Guaranty or any of the other Loan Documents to which it is aparty.12. No Other Amendments or Waivers. Except in connection with the forbearance, consent andamendment forth above, the execution, delivery and effectiveness of this Agreement shall notoperate as an amendment of any right, power or remedy of Agent or the Lenders under the CreditAgreement or any of the other Loan Documents, nor constitute a waiver of any provision of theCredit Agreement or any of the other Loan Documents. Except as expressly amended hereby, the textof the Credit Agreement and all other Loan Documents shall remain unchanged and in full force andeffect and Borrowers and Guarantors hereby ratify and confirm their respective obligationsthereunder. This Agreement shall not constitute a modification of the Credit Agreement or any ofthe other Loan Documents or a course of dealing with Agent or the Lenders at variance with theCredit Agreement or the other Loan Documents such as to require further notice by Agent or theLenders to require strict compliance with the terms of the Credit Agreement and the other LoanDocuments in the future, except as expressly set forth herein. Borrowers and Guarantorsacknowledge and expressly agree that Agent and the Lenders reserve the right to, and do in fact,require strict compliance with all terms and provisions of the Credit Agreement and the other LoanDocuments, as amended herein. Borrowers and Guarantors have no knowledge of any challenge toAgent’s or any Lender’s claims arising under the Loan Documents, or to the effectiveness of theLoan Documents. The forbearance contained herein is limited to the precise terms hereof, andneither Agent nor any Lender is obligated to consider or consent to any additional request byBorrowers for any other forbearance with respect to the Credit Agreement.
 
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13. No Disregard of Loan Documents. Each Borrower and Guarantor acknowledge that the partieshereto have not entered into a mutual disregard of the terms and provisions of the Credit Agreementor the other Loan Documents, or engaged in any course of dealing in contravention of orinconsistent with any of the material terms and provisions of the Credit Agreement or the otherLoan Documents, within the meaning of any applicable law of the State of New York, or otherwise.14. Advice of Counsel. Each Borrower and Guarantor have had the advice of independent counselof their own choosing in negotiations for and the preparation of this Agreement, has read thisAgreement in full and final form, and has had this Agreement fully explained to their satisfaction.15. Further Assurances. Each Borrower and Guarantor agree, upon the reasonable request of theAgent, at Borrowers’ expense, to promptly execute and deliver to Agent, or caused to be executedand delivered to Agent, any document that is necessary to correct any inadvertent omissions (asagreed to by Borrowers and Agent) in the Credit Agreement and other Loan Documents or to carry outthe intent of this Agreement (as agreed by Borrowers and Agent).16. Governing Law. This Agreement shall be governed by and construed in accordance with thelaws of the State of New York.17. Integration. This Agreement, together with the other Loan Documents, incorporates allnegotiations of the parties hereto with respect to the subject matter hereof and is the finalexpression and agreement of the parties hereto with respect to the subject matter hereof.18. Loan Document. This Agreement shall be deemed to be a Loan Document for all purposes.19. Release by Borrowers; Covenant not to Sue.(a) Effective on the date hereof, each Borrower and Guarantor hereby waive, release, remiseand forever discharge Agent and each Lender, each of their respective Affiliates, and each of theofficers, directors, employees and agents of Agent, each Lender and their respective Affiliates(collectively, the “Releasees”), from any and all claims, suits, investigations, proceedings,demands, obligations, liabilities, causes of action, damages, losses, costs and expenses, whetherbased in contract, tort, implied or express warranty, strict liability, criminal or civil statuteor common law of any kind or character, known or unknown, past or present, liquidated orunliquidated, suspected or unsuspected, which any Borrower and Guarantor ever had from thebeginning of the world, or now has against any such Releasee which relates, directly or indirectlyto the Credit Agreement, any other Loan Document, or to any acts or omissions of any such Releaseeunder, in connection with, pursuant to or otherwise in respect of this Agreement, the CreditAgreement or any of the other Loan Documents, except for the duties and obligations set forth inthis Agreement, the Credit Agreement, or any of the other Loan Documents. As to each and everyclaim released hereunder, each Borrower and Guarantor hereby represents that it has received theadvice of legal counsel with regard to the releases contained herein, and having been so advised,specifically waives the benefit of the provisions of Section 1542 of the Civil Code of Californiawhich provides as follows:“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECTTO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM ORHER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
 
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As to each and every claim released hereunder, each Borrower and Guarantor also waives thebenefit of each other similar provision of applicable federal or state law (including withoutlimitation the laws of the State of New York), if any, pertaining to general releases after havingbeen advised by its legal counsel with respect thereto.(b) Each Borrower and Guarantor, on behalf of itself and its respective successors, assigns,and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenant andagree with and in favor of each Releasee above that it will not sue (at law, in equity, in anyregulatory proceeding or otherwise) any Releaseeon the basis of any claim released, remised and discharged by such Person pursuant to the aboverelease. Each Borrower and Guarantor further agree that it shall not dispute the validity orenforceability of the Credit Agreement or any of the other Loan Documents or any of its obligationsthereunder, or the validity, priority, enforceability or the extent of the Agent’s Lien on any itemof Collateral under the Credit Agreement or the other Loan Documents. If any Borrower orGuarantor, or any of their respective successors, assigns or other legal representatives violatesthe foregoing covenant, such Person, for itself and its respective successors, assigns and legalrepresentatives, agrees to pay, in addition to such other damages as any Releasee may sustain as aresult of such violation, all attorneys’ fees and costs incurred by such Releasee as a result ofsuch violation.20. Severability. In case any provision in this Agreement shall be invalid, illegal orunenforceable, such provision shall be severable from the remainder of this Agreement and thevalidity, legality and enforceability of the remaining provisions shall not in any way be affectedor impaired thereby.21. Modification. This Agreement may not be amended, waived or modified in any manner withoutthe written consent of the party against whom the amendment, waiver or modification is sought to beenforced.22. Reference to Loan Documents. Upon and after the effectiveness of this Agreement, eachreference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of likeimport referring to the Credit Agreement, and each reference in the other Loan Documents to “theCredit Agreement”, “thereof” or words of like import referring to the Credit Agreement, shall meanand be a reference to the Credit Agreement as amended and supplemented hereby. Unless the contextof this Agreement clearly requires otherwise, references to the plural include the singular,references to the singular include the plural, the terms “includes” and “including” are notlimiting, and the term “or” has, except where otherwise indicated, the inclusive meaningrepresented by the phrase “and/or.”23. Counterparts. This Agreement may be executed by one or more of the parties hereto on anynumber of separate counterparts, each of which shall be deemed an original and all of which, takentogether, shall be deemed to constitute one and the same instrument. Delivery of an executedcounterpart of this Agreement by facsimile transmission or other electronic method of transmissionshall be as effective as delivery of a manually executed counterpart thereof.[remainder of this page intentionally left blank]
 
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IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized officersor representatives to execute and deliver this Agreement as of the day and year first writtenabove.     **BORROWERS:** **B & B B, INC.,**  a Nevada corporation       By: /s/ Sean P. McKay         Name: Sean P. McKay    Title: Chief Accounting Officer       **CASABLANCA RESORTS, LLC,**  a Nevada limited liability company       By: /s/ Sean P. McKay         Name: Sean P. McKay    Title: Chief Accounting Officer       **OASIS INTERVAL MANAGEMENT, LLC,**  a Nevada limited liability company       By: /s/ Sean P. McKay         Name: Sean P. McKay    Title: Chief Accounting Officer       **OASIS INTERVAL OWNERSHIP, LLC,**  a Nevada limited liability company       By: /s/ Sean P. McKay         Name: Sean P. McKay    Title: Chief Accounting Officer       **OASIS RECREATIONAL PROPERTIES, INC.,**  a Nevada corporation       By: /s/ Sean P. McKay         Name: Sean P. McKay    Title: Chief Accounting Officer       **RBG, LLC,**  a Nevada limited liability company       By: /s/ Sean P. McKay         Name: Sean P. McKay    Title: Chief Accounting Officer
 
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       **VIRGIN RIVER CASINO CORPORATION,**  a Nevada corporation       By: /s/ Sean P. McKay         Name: Sean P. McKay    Title: Chief Accounting Officer     **GUARANTORS:** **BLACK GAMING, LLC,**a Nevada limitedliability company       By: /s/ Sean P. McKay         Name: Sean P. McKay    Title: Chief Accounting Officer       **R. BLACK, INC.,**a Nevada corporation       By: /s/ Sean P. McKay         Name: Sean P. McKay    Title: Chief Accounting Officer     **AGENT AND LENDERS:** **WELLS FARGO FOOTHILL, INC.,**a California corporation, as Agent and as a Lender       By: /s/ Steve Scott         Name: Steve Scott    Title: Vice President
 
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