Exhibit
10.1


AGREEMENT
AND PLAN OF REORGANIZATION


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”).


W I T N E S S E T H:


A.            WHEREAS, the Operating Companies and
their respective Owners desire to reorganize into a holding company form of
ownership (the “Reorganization”) pursuant to which the Operating Companies will
be wholly owned by Black Gaming;


B.            WHEREAS, Black Gaming was organized
under Nevada law as a limited-liability company for the purpose of becoming the
holding company of the Operating Companies;


C.            WHEREAS, RBI is currently owned 100% by
the Black Trust;


D.            Whereas, Virgin River
is currently owned 100% by the Black Trust;


E.             WHEREAS, RBG is currently owned 3.81% by
the Black Trust, 5.47% by RBI, 88.8% by Virgin River and 1.92% by Mr. Teixeira;


F.             Whereas, B&BB is
currently owned 100% by the Black Trust;


G.            WHEREAS, as a result of the
Reorganization, the Black Trust and Mr. Teixeira will each receive membership
units constituting 100% of the outstanding membership units of Black Gaming (“Black
Units”) (as more particularly described below) and the Operating Companies will
have a single common parent, and be wholly owned by, Black Gaming; and


H.            WHEREAS, the Reorganization is intended
to be tax-free to the parties under the Internal Revenue Code of 1986, as
amended.









 



1.             REORGANIZATION


 


1.1.          EXCHANGE OF SHARES/UNITS


(a)           The Operating
Companies, Black Gaming and Owners agree, on the terms and subject to the
conditions of this Agreement, that the following exchanges shall occur, at the
effective times provided below:


(1)           At 11:58 pm Pacific
Standard Time on December 31, 2006 (the “Exchange Date”), all of the 100
outstanding shares of capital stock of RBI (the “RBI Shares”) which are owned
by the Black Trust, representing all of the issued and outstanding capital
stock of, and all of the voting power in RBI, shall be exchanged for an
aggregate of 3.68  outstanding shares of
capital stock of Virgin River (the “Virgin River Shares”) which are owned by
the Black Trust, representing 3.68% of the issued and outstanding capital stock
(or approximately 26.25 RBI Shares for each Virgin River Share).


(2)           At 11:58 pm Pacific
Standard Time on the Exchange Date, all of the Black Trust’s membership
interests in RBG (the “RBG Interest”) representing 3.81% of the voting power in
RBG prior to the Reorganization, shall be exchanged for an aggregate of 2.57
Virgin River Shares, representing 2.57% of the issued and outstanding capital
stock (or approximately .67 Virgin River Shares for each 1.0% of RBG Interest).


(3)           At 11:58 pm Pacific
Standard Time on the Exchange Date, all of Mr. Teixeira’s ownership
interest in RBG, representing 1.92% of the voting power of RBG prior to the
Reorganization, shall be exchanged for an aggregate of approximately 1.29
Virgin River Shares, representing 1.29% of the issued and outstanding capital
stock (or .67 Virgin River Shares for each 1.0% of RBG Interest).


(4)           At
11:59 pm Pacific Standard Time on
the Exchange Date, all of the 16.75 outstanding shares of capital stock of
B&BB (the “B&BB Shares”), which are owned by the Black Trust,
representing all of the issued and outstanding capital stock of, and all of the
voting power in B&BB, shall be exchanged for an aggregate of 2,514
newly-issued Black Units representing 25.14% of the issued and outstanding
membership interests following the Reorganization (or approximately 150.09
Black Units for each B&BB Share).


(5)           At
11:59 pm Pacific Standard Time on
the Exchange Date, an aggregate of 100 Virgin River Shares, consisting of all
of the Virgin River Shares owned by the Black Trust and Mr. Teixeira, shall be
exchanged for an aggregate of 7,486 newly-issued Black Units (or 74.86 Black
Units for each Virgin River Share), representing 73.89% and .97% respectively
of the issued and outstanding membership interests following the
Reorganization.


(b)        Immediately following the
transactions described above on the Exchange Date (the “Effective Time”), the
Operating Companies shall have each, directly or indirectly, become a wholly
owned subsidiary of Black Gaming.



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(c)         The ownership of the
Operating Companies and Black Gaming immediately before and immediately after
the exchange of shares/units described in Section 1.1(a) as set forth in Exhibit
A attached hereto and incorporated by this reference.


(d)        The parties hereby
acknowledge and agree that the transfers of ownership interests in the
Operating Companies described in Section 1.1(a) above are made subject to
certain existing pledges of such interests in favor of Michael J. Gaughan, The
Bank of New York Trust Company, N.A. (in its capacity as collateral agent), and
Wells Fargo Foothill, Inc. (in its capacity as administrative agent), as set
forth in Exhibit B attached hereto and incorporated by this reference.


1.2.          EFFECTS OF EXCHANGE OF SHARES


(a)           At the Effective Time,
the effects of the exchange of shares/units shall be as provided in this
Agreement.  Without limiting the
generality of the foregoing, the Owners’ interest in the Operating Companies
shall be exchanged as provided herein and the Owners of the Operating Companies
shall be entitled only to the rights provided in this Agreement.


(b)           Each Owner, by
accepting Black Units, shall be deemed to have agreed (to the extent permitted
by law) that if the relevant Nevada Gaming Authority (defined below) determines
that a holder or beneficial owner of Black Units must be found suitable under
applicable law, and if such holder or beneficial owner is not found suitable,
or is subsequently found unsuitable, such holder shall, upon the request of
Black Gaming, dispose of such holder’s Black Units within thirty (30) days
after receipt of such request.


1.3.          COOPERATION; BEST EFFORTS


Each
of the parties will use its respective best efforts to consummate the
transactions contemplated by this Agreement and cooperate in any action
necessary or advisable to facilitate such consummation including, without
limitation, making all filings required in order to obtain any necessary
consents or comply with law and providing any information required in
connection therewith.


1.4.          CHANGE IN STRUCTURE OF TRANSACTIONS


Notwithstanding
anything in this Agreement to the contrary, if at any time after the date
hereof, it shall appear that a change in the structure of the transactions
contemplated hereby shall be necessary or desirable in order to make the
Reorganization tax-free to any parties or to comply with applicable law or the
requirements of the regulatory authorities having jurisdiction over the
transactions, the parties hereto agree to cooperate in making such changes in
this Agreement and other documents contemplated hereby and in taking such other
actions as may be required to effectuate such changes.


2.     REPRESENTATIONS, WARRANTIES
AND COVENANTS OF THE OPERATING COMPANIES


Each
of the Operating Companies represents and warrants to, and covenants with, the
other parties hereto, that except as set forth in writing referring
specifically to this Agreement



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and delivered to
the other parties hereto simultaneously with the delivery hereof, the following
statements are, as of the date hereto, and will be, as of the Effective Time,
true and correct:


2.1.          CONSENTS AND APPROVALS


Except
as provided in Sections 4.3 and 4.4 hereto, no consent, approval or
authorization of any non-governmental third party, other than such consents,
approvals or authorizations which, if not made or obtained, would not have a
material adverse effect, and no consent, approval, authorization or declaration
of, or filing or registration with, any federal, state or local government or
regulatory authority, is required to be made or obtained by the Operating
Companies of the transactions contemplated hereby.  Any reference in this Agreement to any event,
change or effect being “material” with respect to any entity means a material
event, change or effect related to the condition (financial or otherwise),
properties, assets, liabilities, businesses, prospects or operations of such
entity.


2.2.          AUTHORIZATION OF AGREEMENT


The
execution, delivery and (subject to obtaining the approvals and preconditions
referred to in Section 5.1), performance of this Agreement has been duly and
validly authorized by the respective Owners and boards of directors or
managers, as applicable, of the Operating Companies.


3.     REPRESENTATIONS, WARRANTIES
AND COVENANTS OF BLACK GAMING


Black
Gaming represents and warrants to, and covenants with, the other parties hereto,
that except as set forth in writing referring specifically to this Agreement
and delivered to the other parties hereby simultaneously with the delivery
hereof, the following statements are, as of the date hereof, and will be, as of
the Effective Time, true and correct:


3.1.          CONSENTS AND APPROVALS


Except
as provided in Section 4.3 and 4.4 hereto, no consent, approval or
authorization of any non-governmental third party, other than such consents,
approvals or authorizations which, if not made or obtained, would not have a
material adverse effect, and no consent, approval, authorization or declaration
of, or filing or registration with, any federal, state or local governmental or
regulatory authority, is required to be made or obtained by Black Gaming in connection
with the execution and delivery of this Agreement by Black Gaming or the
consummation by Black Gaming of the transactions contemplated hereby.


3.2.          AUTHORIZATION OF AGREEMENT


The
execution, delivery and (subject to obtaining the approvals and preconditions
referred to in Sections 5.1), performance of this Agreement has been duly and
validly authorized and approved by the manager of Black Gaming and by Black
Gaming’s members.  Black Gaming has taken
or will use its best efforts to take, prior to the Effective Time, all action
required by law and its organizational documents to authorize execution,
delivery and performance by Black Gaming of this Agreement relating to the
Reorganization.  Subject to the foregoing,
this Agreement constitutes a valid and binding obligation of Black Gaming.



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4.     CONDUCT AND TRANSACTIONS
PRIOR TO EFFECTIVE TIME


4.1.          CONDUCT OF THE PARTIES’ BUSINESSES


Between
the date hereof and the Effective Time, the parties hereto agree to conduct
their businesses only in the ordinary course and in accordance with their
respective best practices and policies.


4.2.          SUBMISSION TO OWNERS


Each
of the Operating Companies and Black Gaming shall take all such actions as may
be required to submit, at the earliest practicable date, for the approval of
their respective Owners, as the case may be, the transactions contemplated
hereby and all requisite matters incident thereto.  Each of the Operating Companies’ and Black
Gaming’s board of directors or managers, as the case may be, shall recommend
such approvals by the respective Owners as are required to effectuate the
transactions contemplated hereby, unless, in the case of such boards of
directors or managers, such directors or managers shall determine in good faith
(after consultation with counsel) that the making of such recommendation would
violate their fiduciary obligation to the respective Owners.


4.3.          REGULATORY APPROVALS


(a)           The Reorganization
cannot be consummated unless and until the appropriate approvals have been
received from the Nevada Gaming Commission, the Nevada State Gaming Control
Board and any other applicable gaming authority (collectively, the “Nevada
Gaming Authorities”).  No assurance can
be given that all necessary governmental approvals will be obtained or that the
approvals will not be subject to conditions or limitations which would limit
the advisability of completing the Reorganization.


(b)           Each party shall
cooperate with the others in the preparation of all relevant applications and
will furnish promptly upon request all documents, information, financial
statements or other materials as may be required in order to complete those
applications.  Should the appearance of
any of the officers, directors, employees or counsel of any of the parties
hereto be required by any of the parties or by any governmental agency at any
hearing in connection with any such application, such party shall promptly use
its best efforts to arrange for those appearances.  The parties shall each afford the other reasonable
opportunity to review all such applications and all amendments and supplements
thereto before filing.


4.4.          THIRD PARTY APPROVALS


(a)           The Reorganization can
not be consummated without compliance with certain terms and conditions of the
(i) Virgin River, RBG and B&BB, as Issuers, $125,000,000 9.000% Senior
Secured Notes due 2012 Indenture dated as of December 20, 2004, The Bank of New
York Trust Company, N.A., as Trustee; (ii) Virgin River, RBG and B&BB, as
Issuers, $66,000,000 Aggregate Principal Amount at Maturity 12.750% Senior Subordinated
Discounted Notes due 2013 Indenture dated as of December 20, 2004, The Bank of
New York Trust Company, N.A., as Trustee (items (i) and (ii) are hereafter, the
“Indentures”); and (iii) Credit Agreement by and among B&BB, Casablanca
Resorts, LLC, Oasis Interval Management, LLC, Oasis Interval Ownership, LLC,
Oasis Recreational Properties, Inc., RBG and Virgin River, as



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Borrowers, and
Wells Fargo Foothill, Inc. as the Lender, Arranger and Administrative Agent,
dated as of December 20, 2004 (the “Credit Agreement”).  In addition to compliance with applicable
terms and conditions in the Indentures and the Credit Agreement, the Operating
Companies and Black Gaming may be required to obtain certain approvals from
appropriate parties related to the Indentures and Credit Agreement in order to
consummate the Reorganization.  No
assurance can be given that the respective parties will be able to comply with
the required terms and conditions of the Indentures and the Credit Agreement or
that all necessary approvals will be obtained or that the approvals, if
obtained, will not be subject to conditions or limitations which would limit
the advisability of completing the Reorganization.


(b)           Without limiting the
generality of Section 4.4(a) above, the parties acknowledge and agree that as
part of the Reorganization, Black Gaming will become a parent guarantor of the
notes issued pursuant to the Indentures and will join the Credit Agreement as
an additional borrower.


5.     CONDITIONS TO THE
TRANSACTIONS; TERMINATION OF THE AGREEMENT


5.1.          GENERAL CONDITIONS


The
obligations of each party to this Agreement to effect the transactions
contemplated hereby are subject to the satisfaction or, in certain
circumstances, the waiver of the following conditions on or before the
Effective Time:  (a) approval of the
Agreement by a vote of all of the Owners; (b) the Operating Companies, Black
Gaming and the Owners having received all necessary approvals and consents from
the Nevada Gaming Authorities; (c) the Operating Companies, Black Gaming and
the Owners having complied with all required terms and conditions under the
Indentures and the Credit Agreement and having received any necessary approvals
and consents from the appropriate parties as required under the Indentures and
the Credit Agreement; and (d) the absence of any statute, rule, regulation,
injunction or other order (whether temporary, preliminary or permanent)
enacted, issued, promulgated, enforced or entered by any United States or state
court of competent jurisdiction, United States or state government or
governmental agency or commission which would prohibit the consummation of the
transactions contemplated by this Agreement and the Reorganization.


5.2.          TERMINATION OF AGREEMENT AND ABANDONMENT OF EXCHANGE


Anything
herein contained to the contrary notwithstanding, this Agreement may be
terminated at any time before prior to the Effective Time, whether before or
after approval by the Owners, as follows, and in no other manner:


(a)           by written agreement
signed by all of the parties hereto; or


(b)           if the conditions set
forth at Sections 5.1 are not met.



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6.     TERMINATION OF OBLIGATIONS; PAYMENT OF
EXPENSES


 


6.1.          TERMINATION; NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES


In
the event that this Agreement is terminated pursuant to Section 5.2, all
further obligations of the parties under this Agreement shall terminate without
further liability of any party to another. 
A termination under Section 5.2 shall not relieve any party of any
liability for a breach of this Agreement or for any intentional
misrepresentation hereunder or be deemed to constitute a waiver of any
available remedy for any such breach or intentional misrepresentation.  In the event a party succeeds in enforcing a
remedy against another party under the Agreement, the prevailing party shall be
entitled to be reimbursed for reasonable attorneys’ fees and expenses from the
other party.  The representations,
warranties and agreements of the parties set forth in this Agreement shall not
survive the Effective Time and from and after the Effective Time none of the
parties hereto, nor their respective managers, directors, partners or officers,
shall have any liability to any other party on account of any breach or failure
of any of those representations, warranties and agreements.


7.     GENERAL


7.1.          AMENDMENTS


Subject
to applicable law, this Agreement may only be amended in a writing signed by
all parties to this Agreement.


7.2.          GOVERNING LAW


This
Agreement and the legal relations between the parties shall be governed and
construed in accordance with the internal laws of the State of Nevada without
taking into account provisions regarding choice of law, except to the extent
certain matters may be governed as a matter of law by Federal law.


7.3.          NOTICES


Any
notices or other communications required or permitted hereunder shall be
sufficiently given if sent by registered or certified mail, postage prepaid and
addressed:


If
to any of the Operating Companies, Black Gaming, the Black Trust or RBI:


	
  

  	
  Black Gaming, LLC

  	
   

  
	
   

  	
  10777 W. Twain

  	
   

  
	
   

  	
  Third Floor

  	
   

  
	
   

  	
  Las Vegas, NV
  89135

  	
   

  
	
   

  	
  Attention:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
  Chief Financial Officer

  
				



 



 7
 






 



 


	
  With copies to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Kummer Kaempfer Bonner & Renshaw

  	
   

  
	
   

  	
  3800 Howard Hughes Parkway

  	
   

  
	
   

  	
  7th Floor

  	
   

  
	
   

  	
  Las Vegas, Nevada 89109

  	
   

  
	
   

  	
  Attention: Michael J. Bonner, Esq.

  	
   

  
	
   

  	
  Facsimile No.: (702) 796-7181

  	
   

  
	
   

  	
   

  	
   

  
	
  If to Teixeira:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Glenn Teixeira

  	
   

  
	
   

  	
  2600 Bonita
  Lateral Road

  	
   

  
	
   

  	
  Santa Maria, CA
  93458

  	
   

  
				



 


or to such other
address as shall be furnished in writing by any such party, and any such notice
or communication shall be deemed to have been given two business days after the
date of such mailing (except that a notice of change of address shall not be
deemed to have been given until received by the addressee).  Notices may also be sent by facsimile or
hand-delivery, and in such event shall be deemed to have been given as of the
date received.


7.4.          NO ASSIGNMENT


This
Agreement may not be assigned by the parties hereto, by operation of law or
otherwise.


7.5.          HEADINGS


The
description headings of the several Sections of this Agreement are inserted for
convenience only and do not constitute a part of this Agreement.


7.6.          COUNTERPARTS


This
Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to each
of the other parties hereto.


7.7.          ENTIRE AGREEMENT


This
Agreement, together with the schedules, lists, exhibits and certificates
required to be delivered hereunder and any amendments hereafter executed and
delivered in accordance with Section 7.1., constitute the entire agreement of
the parties hereto pertaining to the transactions contemplated hereby.  This Agreement is not intended to confer upon
any other person any rights or remedies hereunder.



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7.8.          WAIVER


Any
party hereto may waive any of the conditions to its obligations except those
obligations specified in Section 5.1 of this Agreement, which conditions may
not be waived by any individual party or the mutual agreement of all
parties.  No waiver of a condition shall
constitute a waiver of any of such party’s other rights or remedies, at law or
in equity, or of any other conditions to such party’s obligations.


[signature page
follows]



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IN WITNESS WHEREOF, each of the parties has
caused this Agreement to be executed on its behalf by its officers or managers
thereunder duly authorized, all as of the date set forth above.


	
  THE OPERATING COMPANIES

  	
   

  	
  BLACK GAMING

  
	
   

  	
   

  	
   

  
	
  VIRGIN
  RIVER CASINO CORPORATION

  	
   

  	
  BLACK
  GAMING, LLC

  
	
       a Nevada corporation

  	
   

  	
       a Nevada limited-liability company

  
	
   

  	
   

  	
   

  
	
  /s/ Robert R. Black,
  Sr. 

  	
   

  	
  /s/ Robert R. Black,
  Sr.

  
	
  Robert R. Black, Sr.,
  its President

  	
   

  	
  Robert R. Black, Sr.,
  its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  RBG,
  LLC

  	
   

  	
  THE OWNERS

  
	
       a Nevada limited-liability company

  	
   

  	
   

  
	
  

  /s/ Robert R. Black, Sr.

  	
   

  	
  ROBERT R. BLACK SR. GAMING 
    PROPERTIES TRUST U/A/D MAY 24, 2004

  
	
  Robert R. Black, Sr., its
  Manager

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Robert R. Black,
  Sr.

  
	
   

  	
   

  	
  Robert R. Black, Sr.,
  its Trustee

  
	
   

  	
   

  	
   

  
	
  B
  & B B, INC.

  	
   

  	
   

  
	
       a Nevada corporation

  	
   

  	
   

  
	
   

  	
   

  	
  R.
  BLACK INC.

  
	
  /s/ Robert R. Black,
  Sr.

  	
   

  	
       a Nevada corporation

  
	
  Robert R. Black, Sr.,
  its President

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Robert R. Black,
  Sr.

  
	
   

  	
   

  	
  Robert R. Black Sr.,
  its President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GLENN
  J. TEIXEIRA

  
	
   

  	
   

  	
       an individual

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Glenn J. Teixeira

  
	
   

  	
   

  	
  Glenn J. Teixeira

  



 



 10















EXHIBIT
A


Ownership
Prior to Reorganization


Virgin
River Casino Corporation


100 Shares - Robert R. Black Gaming Properties Trust
u/a/d May 24, 2004


RBG,
LLC


88.8%
Virgin River Casino Corporation


3.81%
Robert R. Black Gaming Properties Trust u/a/d May 24, 2004


5.47%
R. Black, Inc.


1.92%
Glenn J. Teixeira


B
& B B, Inc.


16.75
Shares - Robert R. Black Gaming Properties Trust u/a/d May 24, 2004


Ownership
of Black Gaming after Reorganization


99.03%
Robert R. Black Gaming Properties Trust u/a/d May 24, 2004


0.97%
Glenn J. Teixeira









 



EXHIBIT
B


 


EXISTING
PLEDGES


	
  Name of Pledged

  Operating Company

  	
   

  	
  Name of

  Pledgor

  	
   

  	
  Total

  Number of

  Share/Units

  	
   

  	
  Class of

  Interests

  	
   

  	
  Percentage

  of Class

  Owned

  	
   

  	
  Certificate

  Nos.

  	
   

  
	
  Virgin River Casino
  Corporation

  	
   

  	
  Black
  Gaming, LLC

  	
   

  	
  100
  shares

  	
   

  	
  Common
  Stock

  	
   

  	
  100

  	
  %

  	
  16

  	
   

  
	
  RBG, LLC

  	
   

  	
  Virgin
  River Casino Corporation

  	
   

  	
  N/A

  	
   

  	
  Membership
  Interests

  	
   

  	
  94.53

  	
  %

  	
  22

  	
   

  
	
  RBG, LLC

  	
   

  	
  R.
  Black, Inc.

  	
   

  	
  N/A

  	
   

  	
  Membership
  Interests

  	
   

  	
  5.47

  	
  %

  	
  21

  	
   

  
	
  B & B B, Inc.

  	
   

  	
  Black Gaming, LLC

  	
   

  	
  16.75 shares

  	
   

  	
  Common Stock

  	
   

  	
  100

  	
  %

  	
  II - 03

  	
   

  



 


Michael
J. Gaughan


Prior to
consummation of the Reorganization, a security interest in 33 1/3% of the
Operating Companies.


Wells
Fargo Foothill, Inc. (in its capacity as administrative agent).


Prior to
consummation of the Reorganization, a security interest in 100% of the
Operating Companies, subject to the security interest of Michael J. Gaugahn.


Subsequent to
consummation of the Reorganization, a security interest in 100% of the
Operating Companies.


The
Bank of New York Trust Company, N.A. (in its capacity as collateral agent)


Prior to
consummation of the Reorganization, a security interest in 100% of the
Operating Companies subject to security interests of Michael J. Guaghan and
Wells Fargo Foothill, Inc.


Subsequent to
consummation of the Reorganization, a security interest in 100% of the
Operating Companies subject to security interest of Wells Fargo Foothill, Inc.