Exhibit 10.3


 


GUARANTEE


12.750%
Senior Subordinated Discount Notes due 2013


Each entity listed on the signature page
hereto (hereafter referred to as a “Guarantor,”
which term includes any successors or assigns under the Indenture, dated as of
December 20, 2004, among the Issuers (as defined below), the Guarantors (as
defined therein) and The Bank of New York Trust Company, N.A., as trustee (the “Indenture”), as amended or supplemented by any amendments or
supplemental indentures thereto), has executed either the Indenture or a
supplemental indenture in substantially the form attached as Exhibit E to the
Indenture and has irrevocably and unconditionally guaranteed on a senior
secured basis the Guarantee Obligations (as defined in Section 11.1 of the
Indenture), which include: (i) (A) the due and punctual payment in full of the
principal of and premium, if any, and Interest and Liquidated Damages, if any,
on the 12.750% Senior Subordinated Discount Notes due 2013 (the “Notes”) of 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),
whether at maturity, by acceleration, call for redemption, upon a Change of
Control Offer, an Asset Sale Offer or otherwise, (B) the prompt payment in full
of all Interest on overdue principal of and premium, if any, and (to the extent
permitted by law) Interest on any Interest, if any (and Liquidated Damages, if
any), on the Notes, and (C) the due and punctual payment when due and
performance of all other Obligations of the Issuers to the Holders or the
Trustee under the Notes, the Indenture, the Collateral Agreements and the
Registration Rights Agreement (including fees, expenses or otherwise), all in
accordance with the terms thereof; and (ii) in case of any extension of time of
payment or renewal of any Notes or any of such other Obligations, the due and
punctual payment when due and performance of the same in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration,
call for redemption, upon a Change of Control Offer, an Asset Sale Offer or
otherwise, provided, however, that the obligations
of each Guarantor under this Guarantee shall be limited to the extent necessary
to insure that it does not constitute a fraudulent conveyance under applicable
law.


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.


The obligations of each Guarantor to the
Holders and to the Trustee pursuant to this Guarantee and the Indenture are
expressly set forth in Article XI of the Indenture and reference is hereby made
to the Indenture for the precise terms of this Guarantee.


No direct or indirect stockholder, member,
manager, employee, officer or director, as such, past, present or future of the
Issuers, the Guarantors or any successor entity shall have any personal
liability in respect of the Issuers’ obligations or the obligations of the
Guarantors under the Indenture, the Notes, the Guarantees, the Registration
Rights Agreement, the Intercreditor Agreement or the Collateral Agreements
solely by reason of his, her or its status as such stockholder, member,
manager, employee, officer or director, except that this provision shall in no
way limit the obligation of any Guarantor pursuant to any Guarantee.


This is a continuing Guarantee and shall
remain in full force and effect and shall be binding upon each Guarantor and
its successors and assigns until full and final payment of all of the Issuers’
obligations under the Notes and Indenture or until released or defeased in
accordance with the Indenture and shall inure to the benefit of the successors
and assigns of the Trustee and the Holders, and, in the event of any transfer
or assignment of rights by any Holder or the Trustee, the rights and privileges
herein conferred










 



upon that party shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions hereof. This is a Guarantee of payment and
performance and not of collectibility.


This Guarantee shall not be valid or
obligatory for any purpose until the certificate of authentication on the Note
upon which this Guarantee is noted shall have been executed by the Trustee
under the Indenture by the manual signature of one of its authorized officers.


THE TERMS OF ARTICLE XI OF THE INDENTURE ARE
INCORPORATED HEREIN BY REFERENCE.


THIS GUARANTEE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK, INCLUDING, WITHOUT
LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW
AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B); PROVIDED, THAT WITH RESPECT
TO THE CREATION, ATTACHMENT, PERFECTION, PRIORITY, ENFORCEMENT OF AND REMEDIES
RELATING TO THE SECURITY INTEREST IN ANY REAL PROPERTY COLLATERAL, THE
GOVERNING LAW MAY BE THE LAWS OF THE JURISDICTIONS WHERE SUCH COLLATERAL IS
LOCATED WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF.


Capitalized terms used herein have the same
meanings given in the Indenture unless otherwise indicated.


IN WITNESS WHEREOF, each Guarantor has caused
this instrument to be duly executed.


Dated: 
December 31, 2006


	
  

  	
  Black Gaming, LLC

  
	
   

  	
      
  a Nevada limited-liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert R.
  Black, Sr.

  	
   

  
	
   

  	
   

  	
  Name: Robert R. Black, Sr. 

  
	
   

  	
   

  	
  Title: Manager

  



 


	
  

  	
  R. Black, Inc.

  
	
   

  	
      
  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert R.
  Black, Sr.

  	
   

  
	
   

  	
   

  	
  Name: Robert R. Black, Sr. 

  
	
   

  	
   

  	
  Title: President