Exhibit 10.8


 


Annex 1 to the Pledge and Security Agreement


PLEDGED INTERESTS ADDENDUM


This Pledged Interests
Addendum, dated as of December 31, 2006, is delivered pursuant to Sections 6(b)
of the Parent Pledge Agreement referred to below. The undersigned hereby agree
that this Pledged Interests Addendum may be attached to that certain Parent
Pledge Agreement, dated as of December 20, 2004 (as amended, restated,
supplemented, or otherwise modified from time to time, the “Pledge Agreement”),
made by the undersigned to The Bank of New York, as Agent. Initially
capitalized terms used but not defined herein shall have the meaning ascribed
to such terms in the Parent Pledge Agreement and/or the Indenture. The
undersigned hereby agree that the interests listed on this Pledged Interests
Addendum as set forth below shall be and become the Pledged Interests pledged
by the undersigned to Agent in the Parent Pledge Agreement and any pledged
company set forth on this Pledged Interests Addendum as set forth below shall be
and become a “Pledged Company” under the Parent Pledge Agreement, each with the
same force and effect as if originally named therein.


There undersigned hereby
certify that the representations and warranties set forth in Section 5 of the
Parent Pledge Agreement of the undersigned are true and correct as to the
Pledged Interests listed herein on and as of the date hereof.


 


	
  

  	
   

  	
  Robert R. Black, Sr. as trustee
  of the Robert R. Black, Sr.

  Gaming Properties Trust u/a/d May 24, 2004, as Pledgor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert R. Black, Sr.

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert R. Black, Sr.

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Virgin River Casino Corporation,
  a Nevada corporation,

  as Pledgor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert R. Black, Sr.

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert R. Black, Sr.

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kevin P. Smith

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kevin P. Smith

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 












Schedule 1 – Pledged Companies


 


	
  Name of
  Pledged

  Companies

  	
   

  	
  Name of Pledgor

  	
   

  	
  Number of

  Shares/Units

  	
   

  	
  Class of

  Interests

  	
   

  	
  Percentage

  of Class

  Owned

  	
   

  	
  Certificate

  Nos.

  
	
  Black Gaming, LLC

  	
   

  	
  Robert R. Black, Sr.,

  Trustee of the Robert R.

  Black, Sr. Gaming

  Properties Trust u/a/d

  May 24, 2004

  	
   

  	
  9903

  	
   

  	
  Membership
  Interest

  	
   

  	
  99.03

  	
  %

  	
  2,3

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  R. Black, Inc.

  	
   

  	
  Virgin River Casino Corporation

  	
   

  	
  100

  	
   

  	
  Common Stock

  	
   

  	
  100

  	
  %

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RBG, LLC

  	
   

  	
  Virgin River Casino Corporation

  	
   

  	
  N/A

  	
   

  	
  Membership
  Interests

  	
   

  	
  94.53

  	
  %

  	
  22