Exhibit 10.9


 


CONSENT


THIS CONSENT (this “Consent”) is made this 31st day of December, 2006
by and among (i) The Bank of New York Trust Company, N.A, in its capacity as
Collateral Agent under the Parent Pledge Agreement (as hereinafter defined) (“Agent”)
and (ii) Robert R. Black, Sr., as trustee of the Robert R. Black, Sr. Gaming
Properties Trust u/a/d May 24, 2004 (the “Black Trust”) and R. Black, Inc. a
Nevada corporation (“RBI”, and together, with the Black Trust, collectively,
jointly and severally, the “Pledgors”).


RECITALS


WHEREAS, Agent entered into that certain Senior Secured Note Indenture,
dated December 20, 2004 (the “Indenture”), by and among 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”),
Casablanca Resorts, LLC, a Nevada limited-liability company (“CBR”), Oasis
Interval Ownership LLC, a Nevada limited-liability company (“OIO”), Oasis
Recreational Properties, Inc., a Nevada corporation (“ORP”), and Oasis Interval
Management LLC, a Nevada limited-liability company (“OIM”, together with RBG,
Virgin River, B&BB, CBR, OIO and ORP, collectively, the “Grantors”) and (ii) Agent, as trustee;
and


WHEREAS, pursuant to the Indenture, Agent and the Pledgors entered into
that certain Parent Pledge Agreement, dated December 20, 2004 (the “Parent
Pledge”); and


WHEREAS, Section 6(j) of the Parent Pledge provides that the Pledgors
shall not cause, permit, or suffer, directly or indirectly, any amendment to
the Convertible Note (as defined herein), the Convertible Note Pledge Agreement
(as defined herein), or the Convertible Note Purchase Agreement (as defined
herein) without the prior written consent of the Agent, which consent shall not
be unreasonably withheld; and


WHEREAS, the Pledgors desire to amend and restate that certain
Convertible Promissory Note, dated December 20, 2004 (the “Convertible Note”),
by RBI in favor of Gaughan, in a form substantially similar to the Amended and
Restated Convertible Promissory Note (the “Amendment”) attached hereto as Exhibit A,  primarily to cause the Black Trust to assume the
obligations of RBI under the Convertible Note and release RBI from its
obligations thereunder; and


WHEREAS, Agent desires to consent to the Amendment.


NOW, THEREFORE, in consideration of the understandings hereinafter set
forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Agent agrees as follows:


1.     Consent to the Amendment.  Agent hereby consents to the amendment
and restatement of the Convertible Note in the form of the Amendment.


2.     Binding on Successors.  This Consent shall be binding upon and shall
inure to the benefit of the parties and their respective successors, and
assigns and representatives.


3.     Headings.  The subject headings or captions of the
paragraphs of this Consent are included only for the purposes of convenience
and shall not affect the construction or interpretation of any provisions
contained herein.











IN WITNESS WHEREOF, the parties hereto have
executed this Consent on the day and year first set forth above.


 


	
  The Bank of New York Trust Company, N.A., as Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/ Sandee Parks

  	
   

  	
   

  
	
  Name:

  	
    Sandee Parks

  	
   

  	
   

  
	
  Title:

  	
    Vice President

  	
   

  	
   

  
	
   

  	
   

  
	
  Robert R. Black, Sr. as
  trustee of the Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24,
  2004,

  as Pledgor

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/ Robert R. Black, Sr.

  	
   

  	
   

  
	
  Name:

  	
    Robert R. Black, Sr.

  	
   

  	
   

  
	
  Title:

  	
    Trustee

  	
   

  	
   

  
	
   

  	
   

  
	
  R. Black, Inc., a Nevada
  corporation, as Pledgor

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/ Robert R. Black, Sr.

  	
   

  	
   

  
	
  Name:

  	
    Robert R. Black, Sr.

  	
   

  	
   

  
	
  Title:

  	
    President

  	
   

  	
   

  



 



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EXHIBIT
A


 


[attached]



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