Exhibit 10.5


 


FIRST
SUPPLEMENTAL INDENTURE


This First Supplemental Indenture, dated as
of December 31, 2006, 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”
and, collectively with Virgin River and RBG, the “Issuers,” which term includes any successors to any of such
persons under the Indenture), (ii) Black Gaming, LLC, a Nevada
limited-liability company, the parent holding company of the Issuers (the “Guaranteeing Parent”), (iii) R. Black,
Inc., a Nevada corporation, a subsidiary of the Issuers (the “Guaranteeing Subsidiary”) and (iv) The Bank of New York
Trust Company, N.A., as trustee under the Indenture (the “Trustee”).


W I  T  N  E  S
S  E  T  H


WHEREAS, the Issuers have heretofore executed
and delivered to the Trustee an indenture (as it may be amended or supplemented
from time to time, the “Indenture”),
dated as of December 20, 2004, providing for the issuance of 12.750% Senior Subordinated
Discount Notes due 2013 (the “Notes”);


WHEREAS, the Issuers and the Guaranteeing
Parent desire to effectuate a reorganization of the Issuers, as contemplated in
the offering materials pursuant to which the Notes were initially offered and
sold;


WHEREAS, the Issuers and the Guaranteeing
Parent desire by this First Supplemental Indenture to provide for the guarantee
by the Guaranteeing Parent and the Guaranteeing Subsidiary of the due and
punctual payment of the Notes in accordance with the terms thereof and the
terms of the Indenture;


WHERAS, Section 11.4 of the Indenture
provides that under certain circumstances the Guaranteeing Subsidiary shall
execute and deliver to the Trustee a supplemental indenture and a Guarantee
pursuant to which any newly-acquired or created subsidiary shall
unconditionally guarantee all of the Issuers’ obligations under the Notes and
the Indenture on the terms and conditions set forth herein and in such
Guarantee;


WHERAS, the Issuers desire to consolidate
their financial information pursuant to Rule 3-10(c) of Regulation S-X,
promulgated by the United States Securities and Exchange Commission, which
requires that the Guaranteeing Parent guarantee the Issuers’ securities;


WHEREAS, Section 9.3(1) of the Indenture
provides that without the consent of the Holders the Issuers, the Guarantors
and the Trustee may amend, modify or supplement the Indenture to cure any
ambiguity, defect or inconsistency;


WHEREAS, Section 9.3(4) of the Indenture
provides that the Issuers, the Guarantors and the Trustee may amend, modify or
supplement the Indenture to evidence the addition of any new Guarantor;


WHEREAS, Section 9.3(8) of the Indenture
provides that the Issuers, the Guarantors and the Trustee may amend, modify or
supplement the Indenture without the consent of the Holders, to make any change
that does not adversely affect the right of any Holder of Notes under the
Indenture, the Notes, the Guarantees, the Intercreditor Agreement, the
Collateral Agreements or the Registration Rights Agreement;










 



WHEREAS, the Issuers, the Guarantors and the
Trustee desire to supplement the indenture to (i) evidence the additions of the
Guaranteeing Parent and Guaranteeing Subsidiary as additional Guarantors and to
(ii) allow the Issuers to consolidate their financial information.


WHEREAS, all other conditions and
requirements necessary to make this First Supplemental Indenture a valid and
binding instrument in accordance with its terms and the terms of the Indenture
have been satisfied;


WHEREAS, pursuant to Section 9.3 of the
Indenture, the Trustee is authorized to execute and deliver this First
Supplemental Indenture;


NOW THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the Guaranteeing Parent, Guaranteeing Subsidiary and
the Trustee mutually covenant and agree for the equal and ratable benefit of
the Holders of the Notes as follows:


1.                                       Capitalized Terms. 
Capitalized terms used herein without definition shall have the respective
meanings set forth in the Indenture.


2.                                       Joinder to Indenture.  Each
of the parties hereto hereby agrees to become bound by the terms, conditions
and other provisions of the Indenture with all attendant rights, duties and
obligations stated therein, with the same force and effect as if originally
named as a Guarantor therein and as if such party executed the Indenture on the
date thereof.


3.                                       Agreement to Guarantee.  The
Guaranteeing Parent and Guaranteeing Subsidiary jointly and severally, irrevocably
and unconditionally guarantee on a senior secured basis to each Holder of a
Note authenticated and delivered by the Trustee and its successors and assign
that:  (i) (A) the principal of and
premium, if any, and Interest (and Liquidated Damages, if any) on the Notes
shall be duly and punctually paid in full when due, whether at maturity, by
acceleration, call for redemption, upon a Change of Control Offer, an Asset
Sale Offer or otherwise, (B) 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 shall be promptly paid in full, and
(C) 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) shall be duly and punctually
paid in full when due and performed, 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 same shall be duly and punctually
paid in full when due and performed 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.


This Guarantee is secured by substantially all of the assets of the
Guaranteeing Parent and Guaranteeing Subsidiary, subject to certain exceptions
and limitations more fully set forth in the Indenture and Collateral
Agreements.


The obligations of the Guaranteeing Parent
and Guaranteeing Subsidiary to the Holders and to the Trustee pursuant to this
Amendment and Supplemental Indenture 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 the 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



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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.


The obligations of the Guaranteeing Parent
and Guaranteeing Subsidiary under this Guarantee shall be limited to the extent
necessary to insure that it does not constitute a fraudulent conveyance under
applicable law.


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


4.                                       The definition of “consolidated” in Section
1.1 of the Indenture is hereby amended and restated in its entirety to provide
as follows:


“consolidated”
means, with respect to the Issuers, the consolidation of the Issuers’ accounts
and the consolidation of the accounts of the Subsidiaries with the Issuers’
accounts, all in accordance with GAAP; provided, that “consolidated” will not include consolidation of the accounts
of any Unrestricted Subsidiary with the Issuers’ accounts.


5.                                       NEW YORK LAW TO GOVERN.  THIS
AMENDMENT AND SUPPLEMENTAL INDENTURE 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.


6.                                       Counterparts.  The
parties may sign any number of copies of this Amendment and Supplemental
Indenture.  Each signed copy shall be an
original, but all of them together represent the same agreement.


7.                                       Effect of Headings.  The
Section headings herein are for convenience only and shall not affect the
construction hereof.



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8.                                     Indenture Remains in Full Force
and Effect.  Except as amended and supplemented hereby,
all provisions in the Indenture (including, without limitation, the provisions
of Article 7 thereof) shall remain in full force and effect and are in all
respects ratified and confirmed.


[signature page follows]



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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.


 


	
  ISSUERS

  	
   

  	
  TRUSTEE

  
	
   

  	
   

  	
   

  
	
  Virgin
  River Casino Corporation

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Robert R. Black, Sr.

  	
   

  	
   

  	
  By:

  	
  /s/ Sandee Parks

  	
   

  
	
  Name: Robert R.
  Black, Sr.

  	
   

  	
  Name: Sandee
  Parks

  
	
  Title: President

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  RBG,
  LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Robert R. Black, Sr.

  	
   

  	
   

  	
   

  
	
  Name: Robert R.
  Black, Sr.

  	
   

  	
   

  
	
  Title: Manager

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  B &
  B B, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Robert R. Black, Sr.

  	
   

  	
   

  	
   

  
	
  Name: Robert R.
  Black, Sr.

  	
   

  	
   

  
	
  Title: President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GUARANTEEING PARENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Black
  Gaming, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Robert R. Black, Sr.

  	
   

  	
   

  	
   

  
	
  Name: Robert R.
  Black, Sr.

  	
   

  	
   

  
	
  Title: Manager

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GUARANTEEING SUBSIDIARY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  R.
  Black, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Robert R. Black, Sr.

  	
   

  	
   

  	
   

  
	
  Name: Robert R.
  Black, Sr.

  	
   

  	
   

  
	
  Title: President

  	
   

  	
   

  
									



 



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