AMENDED AND RESTATED PARENT PLEDGE AGREEMENT
This AMENDED AND RESTATED PARENT PLEDGE AGREEMENT (this " Agreement ") is made this day of December, 2006, among Robert R. Black, Sr., as the trustee of The
Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004 ( " Black ") and The Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004 (the "
Trust " Black and Trust, collectively, jointly and severally, " Pledgors " and each individually " Pledgor "), and WELLS FARGO FOOTHILL, INC.,
in its capacity as administrative agent for the Lender Group and the Bank Product Provider (together with its successors, " Agent ")
W I T N E S S E T H:
WHEREAS, pursuant to that certain Credit Agreement dated as of December 20, 2004 (as amended, restated, supplemented or otherwise modified from time to time, including all schedules thereto, the "
Credit Agreement ") among 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 (" ORC "), RBG, LLC, a Nevada limited liability company (" RBG "), and VIRGIN RIVER CASINO CORPORATION, a
Nevada corporation (" VRCC " B&BB, CBR, OIM, OIO, ORC, RBG, and VRCC, are referred to hereinafter each individually as a " Borrower ", and individually
and collectively, jointly and severally, as the " Borrowers "), the lenders party thereto as "Lenders" (" Lenders "), and Agent, the Lender Group made
and continue to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof, and
WHEREAS, Black, Trust, R. Black, Inc., a Nevada corporation (" RBI "), and Agent previously entered into that certain Parent Pledge Agreement, dated as of December 20, 2004 (the
" Parent Pledge Agreement "), and
WHEREAS, Pledgors wish to amend and restate the Parent Pledge Agreement, subject to the terms and conditions set forth herein, to, among other things, and to amend the schedules thereto
WHEREAS, Pledgors own the Investment Related Property (as hereinafter defined and listed on Schedule 1 attached hereto), and
WHEREAS, in order to induce the Lender Group to continue to make financial accommodations to Borrowers as provided for in the Credit Agreement, Pledgors have agreed to grant a continuing security interest in and to the Collateral (as hereinafter
defined) in order to secure the prompt and complete payment, observance and performance of, among other things, (a) the obligations of Pledgors arising from this Agreement, (b) the obligations of Borrowers arising from the Credit Agreement, and the other
Loan Documents, (c) all Bank Product Obligations, and (d) all Obligations of Borrowers (including, without limitation, any interest, fees or expenses that accrue after the filing of an Insolvency Proceeding, regardless of whether allowed or allowable
in whole or in part as a claim in any Insolvency Proceeding), plus reasonable attorneys fees and expenses if the obligations represented thereunder are collected by law, through an attorney-at-law, or under advice therefrom (clauses (a), (b),
(c), and (d) being hereinafter referred to as the " Secured Obligations "), by the granting of the security interests contemplated by this Agreement, and
NOW, THEREFORE, for and in consideration of the recitals made above and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms . All capitalized terms used herein (including, without limitation, in the preamble and recitals
hereof) without definition shall have the meanings ascribed thereto in the Credit Agreement. In addition to those terms defined elsewhere in this Agreement, as used in this Agreement, the following terms shall have the following meanings:
(a) " Bank Product Obligations " has the meaning specified therefor in the Credit Agreement.
(b) " Bank Product Provider " has the meaning specified therefor in the Credit Agreement.
(c) " Books " has the meaning specified therefor in Section 2 hereof.
(d) " Closing Date " has the meaning specified therefor in the Credit Agreement.
(e) " Code " means the New York Uniform Commercial Code, as in effect from time to time; provided, however, that in the event that, by reason of
mandatory provisions of law, any or all of the attachment, perfection, priority, or remedies with respect to Agent92s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of
New York, the term "Code" shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies.
(f) " Collateral " has the meaning specified therefor in Section 2 hereof.
(g) " Commitment " has the meaning specified therefor in the Credit Agreement.
(h) " Convertible Note " means that certain Amended and Restated Convertible Promissory Note, dated as of December 28, 2005 issued by the Trust
in favor of Gaughan.
(i) " Convertible Note Pledge Agreement " means that certain Pledge Agreement, dated as of December 20, 2004, by and between Black and Gaughan,
as Secured Party.
(j) " Convertible Note Purchase Agreement " means that certain Convertible Senior Secured Note Purchase Agreement, dated as of December 20, 2004,
by and among RBI, Black and Gaughan.
(k) " Event of Default " has the meaning specified therefor in the Credit Agreement.
(l) " Gaming Laws " means all applicable federal, state and local laws, rules and regulations pursuant to which the Nevada Gaming Authorities
possess regulatory, licensing or permit authority over the ownership or operation of gaming facilities within the State of Nevada, including, the Nevada Gaming Control Act, as codified in Chapter 463 of the Nevada Revised Statutes, as amended from time
to time, and the regulations of the NGC promulgated thereunder.
(m) " Gaughan " means Michael J. Gaughan, a Nevada resident.
(n) " Gaughan Liens " means the Liens granted by Black to Gaughan pursuant to the Convertible Note Pledge Agreement, to secure the Convertible
Note, only so long as Black92s obligations to Gaughan remain outstanding thereunder.
(o) " Governing Documents " has the meaning specified therefor in the Credit Agreement.
(p) " Governmental Authority " has the meaning specified therefor in the Credit Agreement.
(q) " Insolvency Proceeding " has the meaning specified
therefor in the Credit Agreement.
(r) " Investment Related Property " means (i) investment property (as that term is defined in the Code) in the Pledged Companies, and (ii) all
of the following regardless of whether classified as investment property under the Code: all Pledged Interests, Pledged Operating Agreements, and Pledged Partnership Agreements.
(s) " Lender Group " has the meaning specified therefor in the Credit Agreement.
(t) " Lien " has the meaning specified therefor in the Credit Agreement.
(u) " Loan Documents " has the meaning specified therefor in the Credit Agreement.
(v) Nevada Gaming Authorities " means the NGC, the NGCB and applicable county, city and municipal authorities within the State of Nevada possessing regulatory, licensing or permit authority over
the ownership or operation of gaming activities in the State of Nevada (or any such county, city or municipality therein).
(w) " NGC " means the Nevada Gaming Commission.
(x) " NGCB " means the Nevada State Gaming Control Board.
(y) " Obligations " has the meaning specified therefor in the Credit Agreement.
(z) " Permitted Reorganization Transactions " means (a) the merger of one Borrower with and into another Borrower, (b) the dissolution and transfer
of assets or properties by a Borrower to another Borrower, (c) the merger of one Guarantor with and into another Guarantor or into a Borrower, (d) the dissolution and transfer of assets or properties by a Guarantor to another Guarantor or a Borrower,
or (e) the formation of a holding company (" Holdco ") that owns the Stock of the Borrowers so long as (i) at least 97% of the Stock of Holdco is owned by the Permitted Holders, (ii) no Default
or Event of Default shall have occurred and be continuing, (iii) the Stock of Holdco that is owned, directly or indirectly, by the Permitted Holders is pledged to the Agent on terms and conditions satisfactory to Agent, (iv) Agent has a first priority
perfected Lien on 65.3% of the Stock of Holdco and a perfected Lien on 32.6% of the Stock of Holdco subject only to a Lien in favor of Michael Gaughan, but only so long as the Obligations owing to Michael Gaughn are outstanding, (v) Holdco executes a
joinder to the Credit Agreement and the Security Agreement, (vi) Holdco owns, directly or indirectly, all of the Stock of Borrowers, (vii) Agent has a first priority perfected Lien on the Stock owned by Holdco, (vii) Agent receives opinions of Holdco92s
and Borrowers92 counsel in form and substance satisfactory to Agent, and (viii) Holdco, Robert R. Black, Sr, the Robert Black Trust, RBI and Borrowers shall have received all approvals or other consents by any Governmental Authority in connection with
the transfer of the Stock from the Robert Black Trust and RBI to Holdco and the pledge of such Stock to Agent.
(aa) " Person " has the meaning specified therefor in the Credit Agreement.
(bb) " Pledged Companies " means, each Person listed on Schedule 1 hereto as a "Pledged Company", together with each other Person, all
or a portion of whose Stock, is acquired or otherwise owned by a Pledgor after the Closing Date.
(cc) " Pledged Interests " means all of each Pledgor92s right, title and interest in and to all of the Stock now or hereafter owned by such Pledgor,
regardless of class or designation, including, without limitation, in each of the Pledged Companies, and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, including, without limitation, any certificates
representing the Stock, the right to request after the occurrence and during the continuation of an Event of Default that such
Stock be registered in the name of Agent or any of its nominees, the right to receive any certificates representing any of the Stock and the right to require
that such certificates be delivered to Agent together with undated powers or assignments of investment securities with respect thereto, duly endorsed in blank by such Pledgor, all warrants, options, share appreciation rights and other rights, contractual
or otherwise, in respect thereof and of all dividends, distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in kind, and cash, instruments, and other property from time to time received,
receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing.
(dd) " Pledged Interests Addendum " means a Pledged Interests Addendum substantially in the form of Exhibit A to this
(ee) " Pledged Operating Agreements " means all of each Pledgor92s rights, powers, and remedies under the limited liability company operating agreements
of the Pledged Companies that are limited liability companies.
(ff) " Pledged Partnership Agreements " means all of each Pledgor92s rights, powers, and remedies under the partnership agreements of each of
the Pledged Companies that are partnerships.
(gg) " Proceeds " has the meaning specified thereto in Section 2 hereof.
(hh) " Robert Black Trust " means the Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004.
(ii) " Security Interest " has the meaning specified thereto in Section 2 hereof.
(jj) " Senior Secured Notes " means the Senior Secured Notes due 2011 issued by BB&B, RBG and VRCC pursuant to the Senior Secured Note Indenture.
(kk) " Senior Secured Note Indenture " means that certain indenture dated as of December 20, 2004, among the Trustee, Borrowers and their Subsidiaries.
(ll) Senior Subordinated Notes " means the Senior Subordinated Notes due 2012 issued by BB&B, RBG and VRCC pursuant to the Senior Subordinated Note Indenture.
(mm) " Senior Subordinated Note Indenture " means that certain indenture dated as of December 20, 2004, among the Trustee, Borrowers and their Subsidiaries.
(nn) " Stock " has the meaning specified therefor in the Credit Agreement.
(oo) " Trustee " means The Bank of New York, in its capacity as trustee for the holders of the Senior Secured Notes and Senior Subordinated Notes.
(pp) " Trustee Liens " means the Liens granted by Pledgors to the Trustee as Collateral Agent under the Senior Secured Note Indenture pursuant to the
Trustee Pledge Agreement, only so long as Pledgors92 obligations remain outstanding thereunder and to the extent such Lien remains subject to the Intercreditor Agreement.
(qq) " Trustee Pledge Agreement " means that certain Parent Pledge Agreement dated as of the date hereof, by and among Pledgors and the Trustee.
2. Grant of Security . Each Pledgor hereby unconditionally grants, assigns and pledges to Agent, for the benefit of the Lender Group and the Bank Product Provider, a continuing
security interest in
(hereinafter referred to as the " Security Interest "), such Pledgor92s right, title, and interest in and
to the following personal property, whether now owned or hereafter acquired or arising and wherever located (the " Collateral "):
(a) all of such Pledgor92s Investment Related Property in the Pledged Companies;
(b) all of such Pledgor92s books and records indicating, summarizing, or evidencing its Investment Related Property (" Books ");
(c) all of the proceeds and products, whether tangible or intangible, of the foregoing, including proceeds of insurance or commercial tort claims covering or relating to the foregoing, and any and all Investment
Related Property, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of
any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity,
warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to the foregoing Collateral (the " Proceeds "). Without limiting the generality of the foregoing, the
term "Proceeds" includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation,
proceeds of any indemnity or guaranty payable to any Pledgor or Agent from time to time with respect to any of the Investment Related Property.
3. Security for Obligations . This Agreement and the Security Interest created hereby secures the payment and performance of all the Secured Obligations, whether now existing
or arising hereafter. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts which constitute part of the Obligations and would be owed by Borrowers, or any of them, to Agent, the Lender Group, the Bank Product
Provider or any of them, but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Borrower.
4. Pledgors Remain Liable . Anything herein to the contrary notwithstanding, (a) each of the Pledgors shall remain liable under the contracts and agreements included in the Collateral, including,
without limitation, the Pledged Operating Agreements and the Pledged Partnership Agreements, to perform all of the duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by Agent or any other
member of the Lender Group of any of the rights hereunder shall not release any Pledgor from any of its duties or obligations under such contracts and agreements included in the Collateral, and (c) none of the members of the Lender Group shall have any
obligation or liability under such contracts and agreements included in the Collateral by reason of this Agreement, nor shall any of the members of the Lender Group be obligated to perform any of the obligations or duties of any Pledgor thereunder or
to take any action to collect or enforce any claim for payment assigned hereunder. Without limiting the generality of the foregoing, it is the intention of the parties hereto that record and beneficial ownership of the Pledged Interests, including,
without limitation, all voting, consensual, and dividend rights, shall remain in the applicable Pledgor until the occurrence and continuation of an Event of Default and until Agent shall notify the applicable Pledgor of Agent92s exercise of voting,
consensual, and/or dividend rights with respect to the Pledged Interests pursuant to Section 10 hereof.
5. Representations and Warranties . Each Pledgor, jointly and severally, hereby represents and warrants as follows:
(a) The exact legal name of each of the Pledgors is set forth on the signature pages of this Agreement or a written notice provided to Agent pursuant to Section 6.5 of the
(b) This Agreement creates a valid security interest in the Collateral of each of the Pledgors, to the extent a security
interest therein can be created under the Code, securing the payment of the Secured Obligations. Except to the extent a security interest in the Collateral cannot be perfected by the filing of a financing statement under the Code, all filings and
other actions necessary or desirable to perfect and protect such security interest have been duly taken or will have been taken upon the filing of financing statements listing each applicable Pledgor, as a debtor, and Agent, as secured party, in the jurisdictions
listed next to such Pledgor92s name on Schedule 2 attached hereto. Upon the making of such filings, Agent shall have a first priority (subject to the Gaughan Liens) perfected security interest in the Collateral of each Pledgor to the extent
such security interest can be perfected by the filing of a financing statement.
(c) Except for the Security Interest created hereby, each Pledgor is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than the Gaughan
Liens and the Trustee Liens, of the Pledged Interests indicated on Schedule 1 as being owned by such Pledgor and, when acquired by such Pledgor, any Pledged Interests acquired after the Closing Date; (ii) all of the Pledged Interests are duly
authorized, validly issued, fully paid and nonassessable and the Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests of the Pledged Companies of such Pledgor identified on Schedule 1 hereto
as supplemented or modified by any Pledged Interests Addendum; (ii) such Pledgor has the right and requisite authority to pledge, the Investment Related Property pledged by such Pledgor to Agent as provided herein; (iii) all actions necessary or desirable
to perfect, establish the first priority of, or otherwise protect, Agent92s Liens in the Investment Related Collateral, and the proceeds thereof, have been duly taken, (A) upon the execution and delivery of this Agreement; (B) upon the taking of possession
by Agent of any certificates constituting the Pledged Interests, to the extent such Pledged Interests are represented by certificates, together with undated powers endorsed in blank by the applicable Pledgor; and (C) upon the filing of financing statements
in the applicable jurisdiction set forth on Schedule 2 attached hereto for such Pledgor with respect to the Pledged Interests of such Pledgor that are not represented by certificates, and (iv) each Pledgor has delivered to and deposited with
Agent (or, with respect to any Pledged Interests created after the Closing Date, will deliver and deposit in accordance with Sections 6(a) and 7 hereof) all certificates representing the Pledged Interests owned by such Pledgor to the
extent such Pledged Interests are represented by certificates, and undated powers endorsed in blank with respect to such certificates; other than the certificates representing the Pledged Interests securing the Gaughan Liens, which shall not be required
to be delivered to the Agent until the release or termination of the Gaughan Liens.
(d) Except for such authorizations, consents and other actions as those described in Section 23 hereof and as shall have been obtained and shall be in effect, no authorization, consent, approval
or other action by, and no notice to or registration, recordation or filing with, any Governmental Authority is required for (i) the due execution, delivery and performance by each Pledgor of this Agreement, (ii) the grant by each Pledgor of the Security
Interest granted by this Agreement, (iii) the perfection of such Security Interest (except for the filing of any appropriate financing statements) or (iv) the exercise by the Lender Group and the Bank Product Providers of their rights and remedies under
this Agreement; in each case under clauses (i) through (iv) above, except as may be required by applicable Gaming Laws or except as may be required in connection with such disposition of Investment Related Property by laws affecting the offering and sale
of securities generally.
(e) The Robert Black Trust is validly existing and has not been revoked.
6. Covenants . Each Pledgor, jointly and severally, covenants and agrees with Agent and the Lender Group that from and after the date of this Agreement and until the date
of termination of this Agreement in accordance with Section 21 hereof:
(a) Possession of Collateral . In the event that any Collateral, including proceeds, is evidenced by or consists of Negotiable Collateral (as such term may be defined in the
Code), Investment Related Property, or Chattel Paper (as such term may be defined in the Code), and if and to the extent that perfection or priority of Agent92s Security Interest is dependent on or enhanced by possession, the applicable
Pledgor, immediately upon the request of Agent and in accordance with Section 8 hereof, shall execute such other documents as shall be requested
by Agent in its Permitted Discretion or, if applicable, en