Exhibit 10.12


JOINDER AGREEMENT AND AMENDMENT

as of December 31,
2006


Wells
Fargo Foothill, Inc.

as Agent under the below defined Credit Agreement

2450 Colorado Avenue, Suite 3000 West

Santa Monica, California 90404


Re:                               Joinder of Black Gaming, LLC and R. Black,
Inc. and Amendment


Ladies
and Gentlemen:


Reference
hereby is made to that certain Credit Agreement, entered into as of December
20, 2004, by and among the lenders identified on the signature pages thereto
(such lenders, together with their respective successors and permitted assigns,
are referred to hereinafter each individually as a “Lender” and
collectively as the “Lenders”), and 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 (“ORP”), RBG,
LLC, a Nevada limited liability company (“RBG”), and VIRGIN RIVER CASINO
CORPORATION, a Nevada corporation (“VRCC”; B&BB, CBR, OIM, OIO, ORP,
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 but not otherwise
defined herein shall have the meanings provided in the Credit Agreement


This
Joinder Agreement and Amendment is executed and delivered by Black Gaming, LLC,
a Nevada limited liability company (“Holdco”) and R. Black, Inc., a
Nevada corporation (“RBI”; Holdco and RBI are referred to hereinafter
each individually as an “Additional Guarantor” and individually and
collectively, jointly and severally, as the “Additional Guarantors”) in
favor of the Lender Group and the Bank Product Providers.


1.             Joinder of the Additional Guarantors.  Each
Additional Guarantor hereby joins in and agrees to be bound by each and all of
the provisions of the Credit Agreement, the Security Agreement, the
Intercompany Subordination Agreement, and each other Loan Document to which the
Guarantors are a party, and, in so doing, hereby becomes (i) a “Guarantor”
under the Credit Agreement, (ii) a “Grantor” under the Security Agreement, and
(iii) an “Obligor” under the Intercompany Subordination Agreement.  Without limiting the generality of the foregoing,
each Additional Guarantor hereby: (a) grants to Agent, pursuant to terms of the
Loan Documents, a continuing security interest in all of its currently existing
and hereafter acquired or arising Collateral (as defined in the Security
Agreement); and (b) agrees to be bound by each provision in the Credit
Agreement, the Security Agreement, the Intercompany Subordination Agreement,
and each other Loan Document to which the Guarantors are a party, mutatis mutandis.









 



2.             Amendment to the Credit Agreement.


(a)           Schedules 4.8 and 5.3 to the Credit Agreement are
hereby deleted and replaced in their entirety with Schedules 4.8 and 5.3
attached hereto as Exhibit A.


(b)           The
definition of “Permitted Reorganization Transactions” appearing in Schedule
1.1 to the Credit Agreement is hereby amended by deleting the reference to “Gaughn”
appearing therein and replacing it with “Gaughan”, and is further amended by
deleting the reference to “by RBI” appearing therein.


3.             Amendment to the Security Agreement.


(a)           Schedules
4 and 8 to the
Security Agreement are hereby deleted and replaced in their entirety with Schedules
4 and 8 attached hereto as Exhibit B.


4.             Addendum.  Each Borrower, each Additional
Guarantor, and the Lender Group hereby agree that Schedule 4.7
to the Credit Agreement is hereby amended to include the information described
in Schedule Addendum 4.7 attached hereto as Exhibit C and Agent
is hereby authorized to attach Schedule Addendum 4.7 to the Credit
Agreement, and the Schedules attached thereto, respectively.


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


(a)           Agent
shall have received that certain Guaranty, duly executed by each Additional
Guarantor, dated contemporaneously herewith, and the same shall be in full
force and effect.


(b)           Agent
shall have received that certain Amended and Restated Parent Pledge Agreement,
duly executed by the parties thereto, dated contemporaneously herewith, and the
same shall be in full force and effect.


(c)           Agent
shall have received a certificate from an authorized officer of each Additional
Guarantor attesting to the resolutions of such Additional Guarantor’s governing
body authorizing the execution, delivery, and performance of this Joinder
Agreement and Amendment and that certain Amended and Restated Parent Pledge
Agreement, dated contemporaneously herewith.


(d)           Agent
shall have received a certificate from an authorized officer of
each Additional Guarantor certifying to the Agent and the Lenders that
the proposed reorganization satisfies each of the requirements for a Permitted
Reorganization Transaction.


(e)           Agent
shall have received a true and complete copy of the certificate of formation of
each Additional Guarantor certified as of a recent date not more than 30 days
prior to the date hereof by an appropriate official of the Nevada which shall
set forth the same complete name of such Additional Guarantor as is set forth
herein and the organizational number of such Additional Guarantor, if an
organized number is issued in such jurisdiction.



 2
 






 



(f)            Agent
shall have received a certificate of the appropriate official of the state of
organization and each state of foreign qualification of each Additional
Guarantor certifying as to the subsistence in good standing of such Additional
Guarantor in such states.


(g)           Agent
shall have received opinions of the Additional Guarantors’ and Borrowers’
counsel in form and substance satisfactory to Agent.


(h)           Holdco, Robert R. Black, Sr, the Robert Black Trust, RBI and Borrowers
shall have received all necessary approvals or other consents by any
Governmental Authority in connection with the transfer of the Stock pursuant to
the proposed reorganization and the pledge of such Stock to Agent.


(i)            Agent shall have received a pledge of the Stock of Holdco that is owned, directly or
indirectly, by the Permitted Holders on terms and conditions satisfactory to
Agent.


(j)            Agent
shall have received possession
of the original certificates (if any) respecting all of the issued and
outstanding shares or interest, as applicable, of CBR, OIM, OIO, and ORP,
pledged pursuant to Schedule 4 of the Security Agreement (as amended hereby),
together with undated stock powers executed in blank and/or other proper
instruments of transfer.


(k)           Agent
shall have received copies of the Convertible Note, Convertible Note Pledge
Agreement, and Convertible Note Purchase Agreement (each as defined in
the Amended and Restated Parent Pledge Agreement), each duly executed by
the parties thereto, and the same shall be in full force and effect.


(l)            Agent
shall have received that certain Consent, dated contemporaneously herewith, by
and among Agent, RBI, and Robert R. Black, Sr., as trustee of the Robert R.
Black, Sr. Gaming Properties Trust u/a/d May 24, 2004, in form and substance
satisfactory to Agent, duly executed by the parties thereto, and the same shall
be in full force and effect.


(m)          Agent
shall have received that certain Joinder to the Bailee Agreement, dated
contemporaneously herewith, in form and substance satisfactory to Agent, duly
executed by the parties thereto, and the same shall be in full force and
effect.


6.             Representations
and Warranties.  Each Additional
Guarantor represents and warrants to Agent and each member of the Lender Group
that: (a) the execution, delivery, and performance of this Joinder
Agreement and Amendment and any other Loan Document to which such Additional Guarantor is party are
within its limited liability company powers, have been duly authorized by all
necessary limited liability company action, and do not and will not
(i) violate any provision of federal, state, or local law or regulation,
the Governing Documents of such Additional
Guarantor, or any order, judgment, or decree of any court or other
Governmental Authority binding on such Additional
Guarantor, (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 of Holdco, which conflict, breach, or default reasonably
could be expected to result in a Material Adverse Change, (iii) result in
or require the creation or imposition of any Lien of any nature whatsoever upon
any properties or assets of such Additional
Guarantor, or any Borrower 



 3
 






 



or any Guarantor,
other than Permitted Liens, (iv) require any approval of the holders of the
shares (or equivalent) of such Additional Guarantor (except as have been obtained and that are
still in force and effect), or (v) require any approval or consent of any
Person under any material contractual obligation of such Additional Guarantor, (except as have
been obtained and are still in force and effect), which approval or consent if
not obtained reasonably could be expected to result in a Material Adverse
Change; (b) this Joinder Agreement and Amendment and any and all other
Loan Documents to which such Additional
Guarantor, is made party hereunder constitute its legal, valid, and
binding obligations, enforceable against such Additional Guarantor, in accordance with their respective terms,
except as enforcement may be limited by equitable principles or by bankruptcy,
insolvency, reorganization, moratorium, or similar laws relating to or limiting
creditors’ rights generally; (c) each other representation and warranty
applicable to such Additional Guarantor
as a Guarantor, Grantor, or Obligor, as the case may be, under any Loan
Document is and will be true and correct in all material respects (except that
such materiality qualifier shall not be applicable to any representations and
warranties that already are qualified or modified by materiality in the text
thereof) as of the date hereof.  Holdco
represents and warrants to Agent and each member of the Lender Group that: (d) the
chief executive office of Holdco is 10777 West Twain, Third Floor, Las Vegas,
Nevada 89135; and (e) the limited liability company identification number
of Holdco is E0586222006-3. RBI represents and warrants to Agent and each
member of the Lender Group that: (f) the chief executive office of RBI is 10777
West Twain, Suite 333, Las Vegas, Nevada 89135; and (g) the corporation
identification number of RBI is C3319-1997.


7.             Binding Effect.  This Joinder Agreement and Amendment is
binding upon and enforceable against Holdco and its successors and
assigns.  It shall inure to the benefit
of and may be enforced by Agent and the members of the Lender Group and their
respective successors and assigns.


8.             Notices.  Notices to Holdco shall be
given in the manner set forth in Section 11 of the Credit Agreement.


9.             Loan Document.  This
Joinder Agreement and Amendment is a Loan Document.


10.           Loan Document References.  (a)
Each reference in any Loan Document to a “Grantor”, a “Guarantor”, an “Obligor”
or words of like import referring to a Debtor (or any subset thereof), a
Guarantor (or any subset thereof), or an Obligor shall include and refer to
each Additional Guarantor, and (b) each reference in any Loan Document to this “Agreement”,
“hereunder”, “herein”, “hereof”, “thereunder”, “therein”, “thereof” or words of
like import shall mean and refer to such agreement as amended by this Joinder
Agreement and Amendment.


11.           Further Assurances.  Each
Additional Guarantor shall execute and deliver to Agent all financing statements,
continuation financing statements, security agreements, chattel mortgages,
pledges, mortgages, deeds of trust, assignments, supplements in respect of any
of the foregoing, endorsements of certificates of title, applications for
title, affidavits, reports, notices, schedules of accounts, letters of
authority, and all other documents that Agent may reasonably request, in form
satisfactory to Agent, to perfect and continue perfected Agent’s security 



 4
 






 



interests in the Collateral and in order to fully consummate all of the
transactions contemplated under this Joinder Agreement and Amendment and the
Loan Documents.


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



 5















IN WITNESS WHEREOF, the
parties hereto have duly executed this Agreement, as of the date first above
written.


	
  

  	
  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

  
					



[SIGNATURE PAGE TO
JOINDER AGREEMENT AND AMENDMENT]









 



IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of
the date first above written.


	
   

  	
  WELLS FARGO FOOTHILL, INC.,

  	
   

  
	
   

  	
  a California corporation, as Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin P. Smith

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Kevin P. Smith

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
					



 


 


[SIGNATURE PAGE TO JOINDER AGREEMENT AND AMENDMENT]










 



ACKNOWLEDGED:


	
  B & B B, INC.

  	
   

  	
  OASIS RECREATIONAL PROPERTIES,
  INC.

  
	
  a Nevada corporation

  	
   

  	
  a Nevada corporation

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Robert R. Black, Sr.

  	
   

  	
  By:

  	
  /s/
  Robert R. Black, Sr.

  
	
  Name:

  	
  Robert R. Black, Sr.

  	
   

  	
  Name:

  	
  Robert R. Black, Sr.

  
	
  Title:

  	
  President

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
  CASABLANCA RESORTS, LLC,

  	
   

  	
  RBG, LLC,

  
	
  a Nevada limited liability company

  	
   

  	
  a Nevada limited liability
  company

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Robert R. Black, Sr.

  	
   

  	
  By:

  	
  /s/
  Robert R. Black, Sr.

  
	
  Name:

  	
  Robert R. Black, Sr.

  	
   

  	
  Name:

  	
  Robert R. Black, Sr.

  
	
  Title:

  	
  Manager

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OASIS INTERVAL MANAGEMENT, LLC,

  	
   

  	
  VIRGIN RIVER CASINO CORPORATION

  
	
  a Nevada limited liability company

  	
   

  	
  a Nevada corporation

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Robert R. Black, Sr.

  	
   

  	
  By:

  	
  /s/
  Robert R. Black, Sr.

  
	
  Name:

  	
  Robert R. Black, Sr.

  	
   

  	
  Name:

  	
  Robert R. Black, Sr.

  
	
  Title:

  	
  Manager

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
  OASIS INTERVAL OWNERSHIP, LLC,

  	
   

  	
   

  
	
  a Nevada limited liability company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Robert R. Black, Sr.

  	
   

  	
   

  
	
  Name:

  	
  Robert R. Black, Sr.

  	
   

  	
   

  
	
  Title:

  	
  Manager

  	
   

  	
   

  



 


 


[SIGNATURE PAGE TO JOINDER AGREEMENT AND AMENDMENT]










 



Exhibit A


Schedule 4.8 – Due Organization and Qualification


(b)           Authorized and Outstanding
capital stock and Rights to Acquire Shares/Interests.


	
  Borrower

  	
   

  	
  Authorized

  Capital

  Stock

  	
   

  	
  Class

  	
   

  	
  Number of

  Shares

  Outstanding

  	
   

  	
  Rights to

  Acquire

  Shares/Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B & B B, Inc.

  	
   

  	
  2,500 Shares

  	
   

  	
  Common

  	
   

  	
  16.75

  	
   

  	
  None

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Virgin River Casino Corporation

  	
   

  	
  2,500 Shares

  	
   

  	
  Common

  	
   

  	
  100

  	
   

  	
  None

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RBG, LLC

  	
   

  	
  Membership
  Interests

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  None

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Black Gaming, LLC

  	
   

  	
  Membership
  Interests

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CasaBlanca Resorts, LLC

  	
   

  	
  Membership
  Interests

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  None

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Oasis Recreational Properties, Inc.

  	
   

  	
  2,500 Shares

  	
   

  	
  Common

  	
   

  	
  100

  	
   

  	
  None

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Oasis Interval Ownership, LLC

  	
   

  	
  Membership
  Interests

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  None

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Oasis Interval Management, LLC

  	
   

  	
  Membership
  Interests

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  None

  



 






(1) The Convertible Note is convertible into 33 1/3%
of Black Gaming, LLC, provided that such percentage is reduced proportionally
to any reductions to the principal of the Convertible Note.


(c)           Subsidiaries; Rights related to
Borrowers’ capital Stock




	
  B & B B, Inc.

  	
   

  	
  = BBB

  
	
  Virgin River
  Casino Corporation

  	
   

  	
  = VRCC

  
	
  RBG, LLC

  	
   

  	
  = RBG

  
	
  Black Gaming,
  LLC

  	
   

  	
  = BG

  
	
  CasaBlanca
  Resorts, LLC

  	
   

  	
  = CBR

  
	
  Oasis
  Recreational Properties, Inc.

  	
   

  	
  = ORP

  
	
  Oasis Interval
  Ownership, LLC

  	
   

  	
  = OIO

  
	
  Oasis Interval
  Management, LLC

  	
   

  	
  = OIM

  
	
  R. Black, Inc.

  	
   

  	
  = RBI

  
	
   

  	
   

  	
   

  






 


	
   

  	
   

  	
  VRCC

  	
   

  	
  BBB

  	
   

  	
  RBG

  	
   

  	
  CBR

  	
   

  	
  ORP

  	
   

  	
  OIO

  	
   

  	
  OIM

  	
   

  	
  RBI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jurisdiction of Organization

  	
   

  	
  Nevada

  	
   

  	
  Nevada

  	
   

  	
  Nevada

  	
   

  	
  Nevada

  	
   

  	
  Nevada

  	
   

  	
  Nevada

  	
   

  	
  Nevada

  	
   

  	
  Nevada

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Number of Shares Authorized

  	
   

  	
  2,500 Shares of Common Stock

  	
   

  	
  2,500 Shares of Common Stock

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  2,500 Shares of Common Stock

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  25,000 Shares of Common Stock

  



 










 



 


	
  Borrower

  	
   

  	
  Subsidiaries

  	
   

  	
  Nature of Ownership

  	
   

  	
  Number/Percentage of

  Outstanding Shares Owned

  
	
  BG

  	
   

  	
  VRCC

  	
   

  	
  Direct

  	
   

  	
  100 Shares/ 100%

  
	
   

  	
   

  	
  BBB

  	
   

  	
  Direct

  	
   

  	
  16.75 Shares/
  100%

  
	
   

  	
   

  	
  RBI

  	
   

  	
  Indirect through
  VRCC

  	
   

  	
  100/ 100%

  
	
   

  	
   

  	
  RBG

  	
   

  	
  Indirect through
  VRCC and RBI

  	
   

  	
  N/A/ 100%

  
	
   

  	
   

  	
  CRB

  	
   

  	
  Indirect through VRCC, RBI and RBG

  	
   

  	
  N/A/ 100%

  
	
   

  	
   

  	
  ORP

  	
   

  	
  Indirect through
  VRCC, RBI, RBG and CRB

  	
   

  	
  100 Shares/ 100%

  
	
   

  	
   

  	
  OIO

  	
   

  	
  Indirect through
  VRCC, RBI, RBG and CRB

  	
   

  	
  N/A/ 100%

  
	
   

  	
   

  	
  OIM

  	
   

  	
  Indirect through
  VRCC, RBI, RBG and CRB

  	
   

  	
  N/A/ 100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BBB

  	
   

  	
  None

  	
   

  	
  N/A

  	
   

  	
  —

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RBG

  	
   

  	
  CRB

  	
   

  	
  Direct

  	
   

  	
  N/A/ 100%

  
	
   

  	
   

  	
  ORP

  	
   

  	
  Indirect through
  CRB

  	
   

  	
  100 Shares/ 100%

  
	
   

  	
   

  	
  OIO

  	
   

  	
  Indirect through
  CRB

  	
   

  	
  N/A/ 100%

  
	
   

  	
   

  	
  OIM

  	
   

  	
  Indirect through
  CRB

  	
   

  	
  N/A/ 100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CRB

  	
   

  	
  ORP

  	
   

  	
  Direct

  	
   

  	
  100 Shares/ 100%

  
	
   

  	
   

  	
  OIO

  	
   

  	
  Direct

  	
   

  	
  N/A/ 100%

  
	
   

  	
   

  	
  OIM

  	
   

  	
  Direct

  	
   

  	
  N/A/ 100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ORP

  	
   

  	
  None

  	
   

  	
  N/A

  	
   

  	
  —

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OIO

  	
   

  	
  None

  	
   

  	
  N/A

  	
   

  	
  —

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OIM

  	
   

  	
  None

  	
   

  	
  N/A

  	
   

  	
  —

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VRCC

  	
   

  	
  RBI

  	
   

  	
  Direct

  	
   

  	
  100/ 100%

  
	
   

  	
   

  	
  RBG

  	
   

  	
  Direct and
  indirect through RBI

  	
   

  	
  Direct: N/A/
  94.53%

  Indirect: N/A/ 5.47%

  
	
   

  	
   

  	
  CRB

  	
   

  	
  Indirect through
  RBG

  	
   

  	
  N/A/ 100%

  
	
   

  	
   

  	
  ORP

  	
   

  	
  Indirect through RBG and CRB

  	
   

  	
  100 Shares/ 100%

  
	
   

  	
   

  	
  OIO

  	
   

  	
  Indirect through RBG and CRB

  	
   

  	
  N/A/ 100%

  
	
   

  	
   

  	
  OIM

  	
   

  	
  Indirect through
  RBG and CRB

  	
   

  	
  N/A/ 100%

  



 


The
Convertible Note is convertible into 33 1/3% of Black Gaming, LLC, provided
that such percentage is reduced proportionally to any reductions to the
principal of the Convertible Note.










 



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 (45 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 consolidated and consolidating balance sheet and income statement
  covering Borrowers’ operations during such period,



  (b)   a
  Compliance Certificate, and



  (c)   an
  Officer’s 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 45
  days after the end of each fiscal quarter

  	
   

  	
  (d)   an
  unaudited consolidated statement of cash flow covering Borrowers’ operations
  during such period, and

   

  (e)   to
  the extent not otherwise included and separately itemized in the financial
  reports to be provided above (as determined by Agent in its Permitted
  Discretion), a capital expense disbursement report, and a comparison of the
  budgeted income and expenses and the actual income and expenses for such
  month and year to date on a property level as of the last day of each
  quarter, including explanations of material variances if requested.

  
	
   

  	
   

  	
   

  
	
  as soon as available, but in any event within 90
  days after the end of each of Borrowers’ fiscal years

  	
   

  	
  (f)    consolidated
  and consolidating 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), 

   

  (g)   a
  certificate of such accountants addressed to Agent stating that such
  accountants do not have knowledge of the existence of any Default or Event of
  Default under Section 6.16; and 

   

  (h)   a
  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 within 30
  days prior to the start of Borrowers’ fiscal years,

  	
   

  	
  (i)    copies
  of Borrowers’ Projections, in form and substance (including as to scope and
  underlying assumptions) satisfactory to Agent, in its Permitted Discretion,
  for the forthcoming 3 years, year by year, and for the forthcoming fiscal
  year, 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.

  
	
   

  	
   

  	
   

  
	
  if and when filed by Borrowers,

  	
   

  	
  (j)    form
  10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current
  reports,

  



 










 



 


	
  

  	
   

  	
  (k)   any
  other filings made by any Borrower with the SEC, 

   

  (l)    copies
  of all operating and capital budgets, and all other budgets, summaries of
  sources and uses of funds, projections, and financial information prepared by
  or on behalf of any Borrower promptly upon the preparation and delivery
  thereof by the chief financial officer of such Borrower to any third party,
  but in any event operating and capital budgets shall be delivered to Agent no
  less frequently than annually,

   

  (m)  copies
  of each of Borrowers’ future federal income tax returns, and any amendments
  thereto, within 30 days of the filing thereof with the Internal Revenue
  Service, and 

   

  (n)   any
  other information that is provided by Borrowers to their shareholders
  generally.

  
	
   

  	
   

  	
   

  
	
  If and when filed by Borrowers and as requested by
  Agent,

  	
   

  	
  (o)   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.

  
	
   

  	
   

  	
   

  
	
  As soon as a Borrower has knowledge thereof

  	
   

  	
  (p)   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,

  	
   

  	
  (q)   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,

  	
   

  	
  (r)    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,

  	
   

  	
  (s)   any
  other information reasonably requested relating to the financial condition of
  Borrowers or their Subsidiaries.

  



 










 



Exhibit B


Schedule
4 – Pledged Companies


	
  Name of
  Pledged

  Company

  	
   

  	
  Name of

  Pledgor

  	
   

  	
  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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  R. Black, Inc.

  	
   

  	
  Virgin River Casino Corporation

  	
   

  	
  100 shares

  	
   

  	
  Common Stock

  	
   

  	
  100

  	
  %

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Casablanca Resorts, LLC

  	
   

  	
  RBG, LLC

  	
   

  	
  N/A

  	
   

  	
  Membership
  Interests

  	
   

  	
  100

  	
  %

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Oasis Interval Management, LLC

  	
   

  	
  Casablanca Resorts, LLC

  	
   

  	
  N/A

  	
   

  	
  Membership
  Interests

  	
   

  	
  100

  	
  %

  	
  —

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Oasis Interval Ownership, LLC

  	
   

  	
  Casablanca Resorts, LLC

  	
   

  	
  N/A

  	
   

  	
  Membership
  Interests

  	
   

  	
  100

  	
  %

  	
  —

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Oasis Recreational Properties, Inc.

  	
   

  	
  Casablanca Resorts, LLC

  	
   

  	
  100 shares

  	
   

  	
  Common Stock

  	
   

  	
  100

  	
  %

  	
  1

  



 










 



Schedule
8 – List of Uniform Commercial Code Filing Jurisdictions




	
  Grantor

  	
   

  	
  Jurisdictions

  
	
   

  	
   

  	
   

  
	
  B & B B, Inc.

  	
   

  	
  Nevada Secretary
  of State Clark County, Nevada

  
	
   

  	
   

  	
   

  
	
  RBG, LLC

  	
   

  	
  Nevada Secretary
  of State Clark County, Nevada

  
	
   

  	
   

  	
   

  
	
  Virgin River Casino Corporation

  	
   

  	
  Nevada Secretary
  of State Clark County, Nevada

  
	
   

  	
   

  	
   

  
	
  CasaBlanca Resorts, LLC

  	
   

  	
  Nevada Secretary
  of State Clark County, Nevada

  
	
   

  	
   

  	
   

  
	
  Oasis Recreational Properties, Inc.

  	
   

  	
  Nevada Secretary
  of State Clark County, Nevada Arizona Secretary of State Mohave County,
  Arizona

  
	
   

  	
   

  	
   

  
	
  Oasis Interval Ownership, LLC

  	
   

  	
  Nevada Secretary
  of State Clark County, Nevada

  
	
   

  	
   

  	
   

  
	
  Oasis Interval Management, LLC

  	
   

  	
  Nevada Secretary
  of State Clark County, Nevada

  
	
   

  	
   

  	
   

  
	
  Black Gaming, LLC

  	
   

  	
  Nevada Secretary
  of State Clark County, Nevada

  
	
   

  	
   

  	
   

  
	
  R. Black, Inc.

  	
   

  	
  Nevada Secretary
  of State Clark County, Nevada

  






 










 



Exhibit C


Schedule Addendum 4.7 – States of Organization; Location of Chief
Executive Office; Organizational Identification Number; Commercial Tort Claims


(a) and
(c)              States
of Organization/Qualification and Organizational Identification Numbers


	
  Entity

  	
   

  	
  State of

  Organization

  	
   

  	
  Organizational ID

  Number

  	
   

  	
  Foreign

  Qualification

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  R. Black, Inc.

  	
   

  	
  Nevada

  	
   

  	
  C3319-1997

  	
   

  	
  n/a

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Black Gaming, LLC

  	
   

  	
  Nevada

  	
   

  	
  E0586222006-3

  	
   

  	
  n/a

  



 


(b) Chief
Executive Offices




	
  ENTITY

  	
   

  	
  ADDRESS

  
	
  R. Black, Inc

  	
   

  	
  10777 West Twain, Suite 333

  Las Vegas, Nevada 89135

  
	
   

  	
   

  	
   

  
	
  Black Gaming, LLC

  	
   

  	
  10777 West Twain, Third Floor

  Las Vegas, Nevada 89135