Exhibit 10.7


 


SECURITY
AGREEMENT SUPPLEMENT


This SECURITY AGREEMENT SUPPLEMENT, dated as
of December 31, 2006 (this “Supplement”),
is made among (i) Virgin River Casino Corporation, a Nevada Corporation, (the “Grantor”); and (ii) Black Gaming, LLC, a Nevada
limited-liability company and R. Black, Inc., a Nevada corporation
(individually and collectively, jointly and severally “Additional Grantors”) in favor of The Bank
of New York Trust Company, N.A., as collateral agent for the Secured Parties
(in such capacity, the “Collateral Agent”).  Undefined capitalized terms used in this
Agreement have the meanings assigned to them in that certain Senior Secured
Note Security Agreement, dated as of December 20, 2004 (as amended, restated,
supplemented or otherwise modified from time to time, the “Security Agreement”), among the Issuers,
the other Grantors party thereto and the Collateral Agent.


Section 1.  Affirmation
and Grant of Security.  The
Grantor hereby affirms its grant to the Collateral Agent for the benefit of the
Secured Parties set forth in the Security Agreement, and the Grantor and each Additional
Grantor hereby grants to the Collateral Agent for the benefit of the Secured
Parties, a security interest in and continuing lien on all of such Grantor’s
and Additional Grantor’s right, title and interest in, to and under the
Collateral to secure the Secured Obligations.


Section
2.  Representation and Warranties.  Each Grantor and Additional Grantor
represents and warrants that the attached schedules supplement the schedules to
the Security Agreement (except for schedule 3.9 to this Supplement, which
restates schedule 3.9 to the Security Agreement in its entirety), and that all
the attached supplemental schedules accurately and completely set forth all
information required pursuant to the Security Agreement, and such Grantor or
Additional Grantor hereby agrees that such supplemental schedules constitute part
of schedules to the Security Agreement.


Section
3.  Additional Grantor Provisions.  Each Additional Grantor hereby:


(a)           agrees that by the execution
and delivery hereof, each Additional Grantor becomes a Grantor under the
Security Agreement and agrees to be bound by all of the terms thereof as if it
were an original signatory thereto, and all of the property pledged hereby
shall be deemed to be part of the Collateral and hereafter subject to each of
the terms and conditions of the Security Agreement;


(b)           represents and warrants
that, except as set forth on the schedules hereto, each of the representations
and warranties set forth in the Security Agreement and applicable to such
Additional Grantor is true and correct both before and after giving effect to
this Supplement, except to the extent that any such representation and warranty
relates solely to any earlier date, in which case such representation and
warranty is true and correct as of such earlier date;


(c)           agrees that from time to
time, at such Additional Grantor’s expense, it will promptly authenticate,
execute and deliver all further agreements, instruments, certificates and
documents, and take all further action, that may be necessary or desirable, or
that the Collateral Agent may reasonably request, to create or maintain the
validity, perfection or priority of and protect any security interest granted
or purported to be granted hereby or to enable the Collateral Agent to exercise
and enforce its rights and remedies hereunder with respect to any Collateral;
and










 



d)            agrees that any notice or
other communication herein required or permitted to be given shall be given in
accordance with Section 7.1 of the Security Agreement, and all for purposes
thereof, the notice address of the undersigned shall be the address as set
forth on the applicable schedule hereto.


Section
4.  Miscellaneous.  Each Grantor and Additional Grantor agrees
that neither this Supplement nor any term hereof may be changed, waived,
discharged or terminated, except by an instrument in writing signed by the
party (including, if applicable, any party required to evidence its consent to
or acceptance of this Supplement) against whom enforcement of such change,
waiver, discharge or termination is sought. 
If any provision in or obligation hereunder will be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, will not in any way be affected or impaired
thereby.  This Supplement may be executed
in any number of counterparts (including via facsimile), each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.


Section
5.  Governing Law.  THIS SUPPLEMENT 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).


IN WITNESS WHEREOF, each Grantor and
Additional Grantor has caused this Supplement to be duly executed and delivered
by its officer thereunto duly authorized as of the date first above written.


[signature pages follow]










 



 


	
  

  	
   

  	
  Virgin River Casino Corporation

  
	
   

  	
   

  	
  as a Grantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert R. Black, Sr.

  
	
   

  	
   

  	
   

  	
  Name: Robert R. Black, Sr.

  
	
   

  	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Black Gaming, LLC,

  
	
   

  	
   

  	
  as an Additional Grantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert R. Black, Sr.

  
	
   

  	
   

  	
   

  	
  Name: Robert R. Black, Sr.

  
	
   

  	
   

  	
   

  	
  Title: Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  R. Black, Inc.

  
	
   

  	
   

  	
  as an Additional Grantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert R. Black, Sr.

  
	
   

  	
   

  	
   

  	
  Name: Robert R. Black, Sr.

  
	
   

  	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Acknowledged and Accepted:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Bank of New York Trust Company,

  
	
   

  	
   

  	
  N.A.,

  
	
   

  	
   

  	
  as Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Sandee Parks

  
	
   

  	
   

  	
   

  	
  Name: Sandee Parks

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  



 










 



Schedule
3.2 Organizational Matters


(supplement)


	
  Full Legal
  Name

  	
   

  	
  Type of

  Organization

  	
   

  	
  Jurisdiction of

  Organization

  	
   

  	
  Organizational

  ID Number

  	
   

  	
  Chief Executive

  Offices

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Black Gaming, LLC

  	
   

  	
  Limited-liability company

  	
   

  	
  Nevada

  	
   

  	
  E0586222006-3

  	
   

  	
  10777 West Twain,

  Third Floor

  Las Vegas, Nevada

  89135

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  R. Black, Inc.

  	
   

  	
  Corporation

  	
   

  	
  Nevada

  	
   

  	
  C3319-1997

  	
   

  	
  10777 West Twain,

  Suite 333

  Las Vegas, Nevada

  89135

  



 


















Schedule
3.5 UCC Filing Offices


(supplement)


	
  Grantor

  	
   

  	
  Jurisdictions

  
	
   

  	
   

  	
   

  
	
  Black Gaming,
  LLC

  	
   

  	
  Nevada Secretary
  of State

  Clark County, Nevada

  
	
   

  	
   

  	
   

  
	
  R. Black, Inc.

  	
   

  	
  Nevada Secretary
  of State

  Clark County, Nevada

  



 



 5
 






 



Schedule
3.9 Investment Property


 


Pledged
Capital Stock:


	
  Name of

  Pledged

  Company

  	
   

  	
  Name of Pledgor

  	
   

  	
  Number of

  Share/Units

  	
   

  	
  Class of

  Interests

  	
   

  	
  Percentage

  of Class

  Owned

  	
   

  	
  Certificate

  Nos.

  	
   

  
	
  B
  & B B, Inc.

  	
   

  	
  Black
  Gaming, LLC

  	
   

  	
  16.75
  shares

  	
   

  	
  Common
  Stock

  	
   

  	
  100

  	
  %

  	
  II-03

  	
   

  
	
  Virgin
  River Casino Corporation

  	
   

  	
  Black
  Gaming, LLC

  	
   

  	
  100
  shares

  	
   

  	
  Common
  Stock

  	
   

  	
  100

  	
  %

  	
  16

  	
   

  
	
  R.
  Black, Inc.

  	
   

  	
  Virgin
  River Casino Corporation

  	
   

  	
  100

  	
   

  	
  Common
  Stock

  	
   

  	
  100

  	
  %

  	
  3

  	
   

  
	
  RBG,
  LLC

  	
   

  	
  R.
  Black, Inc.

  	
   

  	
  N/A

  	
   

  	
  Membership
  Interests

  	
   

  	
  5.47

  	
  %

  	
  21

  	
   

  
	
  RBG,
  LLC

  	
   

  	
  Virgin
  River Casino Corporation

  	
   

  	
  N/A

  	
   

  	
  Membership
  Interests

  	
   

  	
  94.53

  	
  %

  	
  22

  	
   

  
	
  CasaBlanca
  Resorts, LLC

  	
   

  	
  RBG,
  LLC

  	
   

  	
  N/A

  	
   

  	
  Membership
  Interests

  	
   

  	
  100

  	
  %

  	
  1

  	
   

  
	
  Oasis
  Recreational Properties, Inc.

  	
   

  	
  CasaBlanca
  Resorts, LLC

  	
   

  	
  100
  shares

  	
   

  	
  Common
  Stock

  	
   

  	
  100

  	
  %

  	
  1

  	
   

  
	
  Oasis
  Interval Ownership, LLC

  	
   

  	
  CasaBlanca
  Resorts, LLC

  	
   

  	
  N/A

  	
   

  	
  Membership
  Interests

  	
   

  	
  100

  	
  %

  	
  —

  	
   

  
	
  Oasis Interval
  Management, LLC

  	
   

  	
  CasaBlanca Resorts, LLC

  	
   

  	
  N/A

  	
   

  	
  Membership Interests

  	
   

  	
  100

  	
  %

  	
  —

  	
   

  



 


Pledged Debt:


None.


Securities Accounts:


None.



 6
 






 



Schedule
7.1 Addresses for Notices; Contact Information


(supplement)


	
  Grantor

  	
   

  	
  Contact Information

  	
   

  	
  Resident Agent

  
	
  Black Gaming, LLC

  	
   

  	
  10777 West Twain, Third Floor

  Las Vegas, Nevada 89135

  ATTN: Manager

  	
   

  	
  Black, LoBello
  & Pitegoff

  Attn: Tisha Black

  6885 West Charleston

  Las Vegas, NV 89117

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  R. Black, Inc.

  	
   

  	
  10777 West Twain, Suite 333

  Las Vegas, Nevada 89135

  ATTN: President

  	
   

  	
  Black, LoBello
  & Pitegoff

  Attn: Tisha Black

  6885 West Charleston

  Las Vegas, NV 89117

  



 



 7